Offer to Purchase for Cash
all issued and outstanding ordinary shares and
American Depositary Shares (each ADS representing the right to receive one ordinary share)
of
ARCAM AKTIEBOLAG (PUBL)
at
SEK 285 Per Share
by
GE SWEDEN HOLDINGS AB,
an indirect wholly-owned subsidiary of General Electric Company
within the GE Aviation operating unit
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., CENTRAL EUROPEAN TIME (11:00 A.M., NEW YORK TIME), ON OCTOBER 14, 2016,
UNLESS THE OFFER IS EXTENDED.
GE Sweden Holdings AB (“GE”), Swedish company registration number 559072-8431, a Swedish limited
liability company within the GE Aviation operating unit and an indirect, wholly-owned subsidiary of General Electric
Company, a New York corporation (“Parent”), is offering to purchase all the issued and outstanding ordinary shares in
the capital of Arcam Aktiebolag (publ) (the “Company”), Swedish company registration number 556539-5356, a
Swedish limited liability company, including all American depositary shares (each an “ADS”), each ADS representing
the right to receive one ordinary share (the “Offer”), at a price of SEK 285 per share, in cash, without interest thereon,
less any required tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase, dated
September 6, 2016 (as it may be amended and supplemented from time to time, this “Offer to Purchase”) and in the
related Acceptance Form and ADS Letter of Transmittal.
The period during which shareholders and ADS holders can offer their ordinary shares and ADSs to GE begins
on September 7, 2016 and ends at 5.00 p.m. Central European Time (11:00 a.m. New York time) on October 14, 2016,
unless otherwise extended in accordance with the provisions of this Offer to Purchase.
The Offer is not conditioned upon the receipt of financing. However, the Offer is subject to various
other conditions. A summary of the principal terms of the Offer appears on pages 5 through 11 of this Offer to
Purchase. You should read this entire Offer to Purchase carefully before deciding whether to accept the Offer.
On September 5, 2016, the last full trading day before the public announcement of the Offer, the closing price
of the Company’s ordinary shares reported on Nasdaq Stockholm, Mid Cap was SEK 186 per share. You should obtain
a recent quotation for your ordinary shares or ADSs prior to deciding whether or not to accept the Offer.
The Offer under this Offer to Purchase is part of a single offer that is being made on the same terms in Sweden,
the United States, the United Kingdom and other jurisdictions. In addition to this Offer to Purchase, an offer document
has been prepared in Swedish and registered with the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) in accordance with the provisions of Chapter 2, Section 3 of the Takeover Act and Chapter 2 a,
Section 9 of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella
instrument).
The Offer will not be submitted to the review or registration procedures of the U.S. Securities and Exchange
Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any
governmental securities regulator.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the Offer or passed upon the merits or fairness of the Offer or passed upon the adequacy or
accuracy of the information contained in this document. Any representation to the contrary is a criminal
offense.
The distribution of this Offer to Purchase and any separate documentation related to this Offer and the making
of this Offer may, in some jurisdictions, be restricted. This Offer to Purchase and any separate documentation related to
this Offer do not constitute an offer to buy or a solicitation of an offer to sell shares or ADSs in the Company under
circumstance in which this Offer or solicitation is unlawful. Persons who come into possession of the Offer to Purchase
or other separate documentation relating to this Offer should inform themselves of and observe all of these restrictions.
Any failure to comply with these restrictions may constitute a violation of the applicable securities laws of that
jurisdiction. None of GE, Parent or any of their respective officers, directors, employees, advisors, affiliates or agents
assume any responsibility for any violation by any person of any of these restrictions. Any holder of ordinary shares or
ADSs in the Company who is in any doubt as to his, her or its position should consult an appropriate professional
advisor without delay.
IMPORTANT
If you wish to accept the Offer with respect to all or any portion of your ordinary shares or ADSs before the
Offer expires, you should follow the instructions below:
•
If you hold ADSs in registered form, either in American depositary receipt (“ADR”) form or in uncertificated
form through the facilities of The Depository Trust Company (“DTC”), you must tender ADSs to
Computershare Trust Company, N.A. (the “U.S. Settlement Agent”) by delivering to it a properly completed
and duly executed ADS Letter of Transmittal before the expiration of the Offer on October 14, 2016, at
5.00 p.m., Central European Time (11:00 a.m., New York time), unless we extend the Offer. The ADS Letter
of Transmittal and other associated forms are available upon request from the U.S. Settlement Agent. If your
ADRs are not available, you may also follow the guaranteed delivery procedures described in this Offer to
Purchase in Section 4 — Acceptance of the Offer by Shareholders and Tender Procedures — Guaranteed
Delivery Procedures for ADS. The ADS Letter of Transmittal properly completed and duly executed, together
with the corresponding ADRs, if applicable, should only be sent to the U.S. Settlement Agent and should not
be sent to GE, the Company, Svenska Handelsbanken (the “Swedish Settlement Agent”), Citibank N.A. (as the
depositary for the ADSs) or Innisfree M&A Incorporated (the “Information Agent”). Detailed instructions are
contained in the ADS Letter of Transmittal and in Section 4 — Acceptance of the Offer by Shareholders and
Tender Procedures — Acceptance by Holders of ADSs.
•
If you hold your ADSs or ordinary shares through a broker, dealer, trust company, bank or other nominee, you
must contact your broker, dealer, trust company, bank or other nominee and acceptances must be made in
accordance with the instructions received by such intermediary. Please note the relevant broker, dealer, trust
company, bank or other nominee may set an earlier deadline for communication by shareholders in order to
permit such intermediary to communicate acceptances to the Swedish Settlement Agent in a timely manner.
Accordingly, if you hold ADSs or ordinary shares, directly or indirectly, through a broker, dealer, trust
company, bank or other nominee, you should contact your broker, dealer, trust company, bank or other
nominee to obtain information about the deadline by which you must accept the Offer and comply with the
dates communicated by such intermediary. Such dates may differ from the dates and times noted in this Offer.
•
If you are a holder whose ordinary shares are directly registered with Euroclear Sweden AB (the Swedish
Central Securities Depository and Clearing Organization), you must submit an Acceptance Form in accordance
with the instructions appearing on such Acceptance Form and deliver it, with any other documents required by
the Acceptance Form, to the Swedish Settlement Agent at one of the addresses set forth on the Acceptance
Form before the expiration of the Offer on October 14, 2016, at 5.00 p.m., Central European Time (11:00 a.m.,
New York time), unless we extend the Offer. Detailed instructions are contained in the Acceptance Form and
in Section 4 — Acceptance of the Offer by Shareholders and Tender Procedures — Acceptances by Holders of
Ordinary Shares.
Questions and requests for assistance may be directed to the Information Agent at its address and telephone
number set forth on the back cover page of this Offer to Purchase. Additional copies of this Offer to Purchase, the
Acceptance Form, the ADS Letter of Transmittal and other related materials may be obtained from the Information
Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may
also be found on GE Aviation’s website at www.geaviation.com/additive.
September 6, 2016
CONTENTS
Page
IMPORTANT INFORMATION ...................................................................................................................................1
SUMMARY TERM SHEET .........................................................................................................................................5
INTRODUCTION ....................................................................................................................................................... 12
THE OFFER ................................................................................................................................................................ 13
1.
Terms of the Offer ......................................................................................................................................... 13
2.
Expiration; Extension of the Offer; Termination; Amendment ..................................................................... 13
3.
Settlement and Payment for Shares ............................................................................................................... 14
4.
Acceptance of the Offer by Shareholders and Tender Procedures ................................................................ 15
5.
Withdrawal Rights......................................................................................................................................... 19
6.
Certain Income Tax Consequences of the Offer............................................................................................ 19
7.
Price Range of Shares; Dividends ................................................................................................................. 23
8.
Compulsory acquisition and De-listing ......................................................................................................... 24
9.
Certain Information Concerning the Company ............................................................................................. 25
10. Certain Information Concerning GE, GE Aviation and Parent ..................................................................... 26
11. Source and Amount of Funds ........................................................................................................................ 27
12. Background of the Offer................................................................................................................................ 28
13. Purpose of the Offer ...................................................................................................................................... 29
14. Conditions of the Offer.................................................................................................................................. 30
15. Other Transactions between the Company or its Subsidiaries and GE or its Affiliates ................................ 31
16. Certain Legal Matters; Regulatory Approvals ............................................................................................... 31
17. Fees and Expenses ......................................................................................................................................... 32
18. Miscellaneous ................................................................................................................................................ 32
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PARENT ....................................................... 33
i
IMPORTANT INFORMATION
THIS OFFER TO PURCHASE IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION
This Offer to Purchase has been prepared with reference to the offer, by GE Sweden Holdings AB (“GE”), Swedish
company registration number 559072-8431, a Swedish limited liability company within the GE Aviation operating
unit (“GE Aviation”) and an indirect, wholly-owned subsidiary of General Electric Company, a New York
corporation (“Parent” and together with its subsidiaries, the “GE Group”), to the shareholders in Arcam Aktiebolag
(publ), Swedish company registration number 556539-5356, a Swedish limited liability company (the
“Company”), to tender for all ordinary shares in the Company to GE (the “Offer”). The Offer under this Offer to
Purchase is part of a single offer that is being made on the same terms in Sweden, the United States, the United
Kingdom and other jurisdictions. In addition to this Offer to Purchase, an offer document has been prepared in
Swedish (the “SWE Offer Document”) and registered with the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) (“SFSA”) in accordance with the provisions of Chapter 2, Section 3 of the Swedish Act on
Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden)
(the “Takeover Act”) and Chapter 2 a, Section 9 of the Swedish Financial Instruments Trading Act (Sw. lag
(1991:980) om handel med finansiella instrument). The SFSA’s approval and registration does not imply that the
SFSA guarantees that the factual information provided in the SWE Offer Document or this Offer to Purchase is
correct or complete.
This Offer to Purchase has been prepared in English for holders of American depositary shares (“ADSs”) in the
Company and holders of ordinary shares in the Company resident in the United States.
This Offer to Purchase, including the related Acceptance Form and ADS Letter of Transmittal, contains important
information. This Offer to Purchase, or the SWE Offer Document, should be read carefully before any decision is
made with respect to the Offer by GE, which is described below.
The information in this Offer to Purchase purports to be accurate only as of 8:30 a.m. Central European Time
(2:30 a.m. New York Time) on the date of this Offer to Purchase. No representation is made that it was or will
remain accurate on any other date. The information in this Offer to Purchase is furnished solely for the purpose of
the Offer and may not be relied upon for any other purposes.
The information regarding the Company included on pages 25–26 in this Offer to Purchase has been extracted from
the Company’s website and other information made public by the Company. GE does not represent that the
information included herein with respect to the Company is accurate or complete, and does not take any
responsibility for such information being accurate or complete.
Morgan Stanley & Co. LLC and its affiliates, including without limitation, Morgan Stanley & Co. International plc.
(“Morgan Stanley”) is acting as exclusive financial advisor and Handelsbanken Capital Markets is acting as
transaction advisor only to GE in relation to the Offer and are not responsible for providing advice to any other
party. In connection with such matters, Morgan Stanley, Handelsbanken Capital Markets, and their respective
affiliates, and each of their and their respective affiliates’ directors, officers, employees and agents will not regard
any other person as their client, nor will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to the Offer to Purchase, or any other matter referred to
herein. Except where it is explicitly stated, no information in this Offer to Purchase has been audited or reviewed
by auditors.
Applicable law and disputes
This Offer to Purchase has been prepared in accordance with the laws of Sweden, as well as relevant rules and
regulations applicable to public offers in Sweden. Swedish law, the rules of Nasdaq Stockholm, Mid Cap (“Nasdaq
Stockholm”) regarding public offers on the stock market (February 1, 2015) (the “Takeover Rules”), the Swedish
Securities Council’s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover
Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and
application of the Swedish Industry and Commerce Stock Exchange Committee’s (Sw. Näringslivets
Börskommitté) former rules on public offers, are applicable to the Offer. In accordance with the Takeover Act, GE
has, on September 5, 2016, undertaken towards Nasdaq Stockholm to comply with the Takeover Rules, the
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Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where
applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish
Industry and Commerce Stock Exchange Committee’s former rules on public offers on the stock market, and
submit to the sanctions that Nasdaq Stockholm may decide upon in event of infringement of the Takeover Rules.
GE informed the SFSA about the Offer and the above mentioned undertaking on September 6, 2016.
This Offer is, and any tender, purchase, acceptance or delivery of ordinary shares and ADSs will be, principally
governed by and construed in accordance with the laws of Sweden and the laws of the United States, as applicable.
Without prejudice to any jurisdiction of a United States court to hear claims in respect of the Offer brought under
applicable United States laws, the district court of Stockholm (Sw. Stockholms tingsrätt) and its appellate courts
have exclusive jurisdiction to settle any disputes which might arise out of or in connection with any tender,
purchase, acceptance or delivery of ordinary shares and ADSs, including, but not limited to, related disputes as they
may apply to the Offer. Accordingly, such legal action or proceedings must be brought exclusively before such
courts.
Information for holders of shares in the Company outside Sweden and the United States
The Offer is not being made to, and acceptances are not approved from, persons whose participation in the Offer
requires (i) that an additional offer document be prepared or registration effected or (ii) that measures be taken in
addition to those required under Swedish or U.S. law, except where there is an applicable exemption. This Offer to
Purchase, the Acceptance Form, the ADS Letter of Transmittal or any other documentation related to the Offer will
not be distributed in and must not be mailed to or otherwise distributed into any country in which such distribution
would require any such additional measures or would be in conflict with any law or regulation in such country. GE
will not permit or sanction any such distribution. Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including,
without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into Australia, Hong
Kong, Japan, Canada, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means,
instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
As a result, this Offer to Purchase, the Acceptance Form, the ADS Letter of Transmittal or other documentation
relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or
transmitted to, from or within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. GE will not pay
any consideration pursuant to the Offer to, or accept Acceptance Forms and ADS Letters of Transmittal from,
Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Notwithstanding the foregoing, GE reserves the right to permit the Offer to be accepted by persons not resident in
Sweden or the United States if, in its sole discretion, GE is satisfied that such transaction can be undertaken in
compliance with applicable laws and regulations.
The Offer will not be submitted to the review or registration procedures of the U.S. Securities and Exchange
Commission or any other regulator outside of Sweden. The Offer has not been approved or recommended by any
governmental securities regulator.
As applicable, GE will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”) in connection with the Offer. The Offer is being made in the United States in reliance on the
Tier II exemption from certain requirements of the Exchange Act and is principally governed by the regulations and
procedures of Sweden, which are different from those of the United States, including with regard to withdrawal
rights and timing of payments. To the extent that the Offer is subject to the U.S. securities laws, they apply only to
holders of shares and ADSs in the Company in the United States and no other person has any claims under such
laws.
In accordance with applicable Swedish laws and regulations and pursuant to Rule 14e-5(b)(12) under the Exchange
Act, GE or certain of its representatives may from time to time make certain purchases of, or arrangements to
purchase, shares in the Company outside of the United States, other than pursuant to the Offer, during the period in
which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any such purchases will not be made at prices higher than the
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price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Information
on any such purchases will be disclosed to the extent required by Swedish law or rules or regulations and, if so
disclosed, will also be disclosed in the United States.
Special Notice to Holders in Switzerland. The Swiss takeover regulations contained in article 22 et seq. of the
Swiss Federal Act on Stock Exchanges and Securities Trading are not applicable to this Offer. Therefore this Offer
has not been submitted to or approved by any Swiss regulatory body.
If you are resident in a country outside of Sweden, it may be difficult for you to enforce rights and claims arising
out of the laws of your country of residency, since the Company is incorporated in Sweden and some or all of its
officers and directors may be residents of a country other than your country of residency. You may not be able to
sue, in a court of your country of residency, a foreign company or its officers or directors for violations of the laws
of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject
themselves to a judgment of a court of your country of residency.
Your receipt of cash pursuant to the Offer may be a taxable transaction under applicable tax laws, including those
of your country of residency. Each of you is urged to consult your independent professional advisor immediately
regarding the tax consequences of acceptance of the Offer. None of GE, Parent, any of their respective directors or
any persons involved in the Offer accept responsibility for any tax effects on or liabilities of any person as a result
of the acceptance of the Offer. This Offer to Purchase contains information in respect of U.S. taxation and does not
include any information in respect of overseas taxation. The SWE Offer Document contains information in respect
of taxation in Sweden.
Forward-looking statements
This Offer to Purchase includes “forward-looking statements” – that is, statements related to future, not past,
events. In this context, forward-looking statements often address the GE Group’s expected future business and
financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.”
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and involve
known and unknown risks and uncertainties, many of which are beyond the GE Group’s control and all of which
are based on the GE Group management's current beliefs and expectations about future events. These forwardlooking statements include all matters that are not historical facts. Forward-looking statements may and often do
differ materially from actual results. No assurance can be given that such future results will be achieved. These or
other uncertainties may cause the GE Group’s actual future results to be materially different than those expressed in
the GE Group’s forward-looking statements. The GE Group does not undertake to update its forward-looking
statements.
These risks, uncertainties and assumptions include, but are not limited to, the acceptance of the Offer by holders of
ordinary shares and ADSs to an extent such that their ordinary shares and ADSs, together with any shares owned by
GE, represent more than ninety per cent of the outstanding shares in the Company on a fully diluted basis, which is
a condition to the consummation of the Offer to purchase, the ability of GE to obtain the requisite regulatory
approvals required to complete the Offer to purchase, the satisfaction of the other conditions to the consummation
of the proposed transactions, the timing of completion of the proposed Offer to purchase, and the impact of the
announcement or consummation of the proposed transactions on the relationships of the GE Group and the
Company, including with employees, suppliers and customers. In addition, there can be no assurance that the Offer
to purchase will result in the consummation of an acquisition of the Company. These and other important factors,
including those discussed under “Risk Factors” included in the GE Group’s Consolidated Annual Report on Form
10-K for the year ended December 31, 2015, may cause the GE Group's actual events or results to differ materially
from any future results, performances or achievements expressed or implied by the forward-looking statements
contained in this Offer to Purchase. Such forward-looking statements contained in this Offer to Purchase speak only
as of the date of this Offer to Purchase. The GE Group expressly disclaims any obligation or undertaking to update
these forward-looking statements contained in this Offer to Purchase to reflect any change in the GE Group’s
expectations or any change in events, conditions, or circumstances on which such statements are based unless
required to do so by applicable law.
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More detailed information about these and other factors is set forth in the Annual Report on Form 10-K, which is
available on the GE Group’s Investor Relations website at http://www.ge.com/investor and has also been filed with
the U.S. Securities and Exchange Commission.
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SUMMARY TERM SHEET
This summary term sheet highlights important information contained in this Offer to Purchase, dated
September 6, 2016 (as it may be amended and supplemented from time to time, this “Offer to Purchase”), but it is
intended to be an overview only and may not contain all the information that is important to you. You should
carefully read this Offer to Purchase and the accompanying Acceptance Form and ADS Letter of Transmittal
in their entirety because the information in this summary term sheet is not complete and additional
important information is contained in the remainder of this Offer to Purchase and the Acceptance Form and
ADS Letter of Transmittal. In this Offer to Purchase, unless the context otherwise requires, all references to “we,”
“our” and “us” refer to GE Sweden Holdings AB (“GE”), Swedish company registration number 559072-8431, a
Swedish limited liability company within the GE Aviation operating unit (“GE Aviation”) and an indirect whollyowned subsidiary of the General Electric Company, a New York corporation (“Parent” and together with its
subsidiaries, the “GE Group”); all references to the “Company” refer to Arcam Aktiebolag (publ), Swedish company
registration number 556539-5356, a Swedish limited liability company; all references to “U.S.” or “United States”
refer to the United States of America, its territories, possessions and all areas subject to its jurisdiction; a “business
day” refers to any day other than a Saturday, a Sunday or a day on which commercial banking institutions are not
required to be open in Stockholm, Sweden or New York, New York, United States; all references to “SEK” refer to
Swedish Krona and “$” refer to U.S. dollars; all references to “shares” refer to the Company’s ordinary shares,
including all American depositary shares (each an “ADS”), each ADS representing the right to receive one ordinary
share. Unless otherwise expressly provided in this Offer to Purchase, all references to time are references to Central
European Time (“CET”).
What securities are you offering to purchase?
•
We are offering to purchase all the ordinary shares of the Company, including all ADSs. The ordinary shares
are listed on Nasdaq Stockholm, Mid Cap (“Nasdaq Stockholm”) under the symbol “ARCM”. The ADS are
unlisted. See Introduction and Section 1 — Terms of the Offer.
Who is offering to purchase my shares?
•
The Offer is being made by GE, an indirect wholly-owned subsidiary of GE Aviation.
Certain Information Concerning GE, GE Aviation and Parent.
See Section 10 —
What price are you offering to pay for my shares and what is the form of payment?
•
We are offering to pay, in consideration for each ordinary share, an amount equal to SEK 285 per share, in
cash, without interest and less any applicable withholding taxes. If you hold ordinary shares and accept the
Offer, you will be paid such amount per share, on the terms and subject to the conditions and restrictions
contained in this Offer to Purchase and the Acceptance Form.
•
We are offering to pay, in consideration for each ADS, an amount equal to SEK 285 per share, in cash,
without interest and less any applicable withholding taxes. If you hold ADSs and accept the Offer, you will
be paid the U.S. dollar equivalent of such SEK amount, on the terms and subject to the conditions and
restrictions contained in this Offer to Purchase and the ADS Letter of Transmittal. The U.S. dollar equivalent
of such SEK amount will be calculated by using the spot market exchange rate for the U.S. dollar against
SEK on the date on which funds are received by the Computershare Trust Company, N.A. (the “U.S.
Settlement Agent”) to pay for ADSs upon completion of the Offer.
See Introduction and Section 1 — Terms of the Offer.
Why are you making the Offer?
•
GE Group believes additive manufacturing is the next step in the GE Group’s development as a Digital
Industrial company. The Company is a respected player in the additive space as the inventor of EBM®
technology (Electron Beam Melting). The Company’s strategy and offerings align to GE Group’s vision of
building its own expertise and capabilities in additive manufacturing to serve customers in the global
industrial community, by providing greater productivity and enabling lower manufacturing cost. GE Group is
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committed to growing the Company’s business, and plans to retain and expand the Company’s current
customer base. See Section 13 — Purpose of the Offer.
How long do I have to accept the Offer?
•
The Offer is scheduled to expire on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless
we extend the Offer.
•
We do not presently expect to extend the Offer. If we decide to extend the Offer, we will announce any such
extension by giving notice to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the
“SFSA”) as well as issue a press release specifying the new expiration time, which will be issued at the earlier
of the opening of trading on Nasdaq Stockholm or 9:00 a.m., New York time, on the next business day after
the day on which the Offer is scheduled to expire.
•
Subject to the applicable Swedish and U.S. rules and regulations, GE expressly reserves the right, in its sole
discretion, at any time or from time to time, to:
•
o
extend the Offer if any condition to the Offer is neither satisfied nor waived on any scheduled
expiration time;
o
to amend the terms of the Offer;
o
to terminate the Offer; or
o
to extend the expiration time for an additional period (or periods) until all of the conditions are either
satisfied or waived.
Unless we extend the Offer, if you do not accept the Offer prior to the expiration time on October 14, 2016 at
5:00 p.m., CET (11:00 a.m., New York time), you will not have a subsequent opportunity to do so. See
Introduction and Section 2 — Expiration; Extension of the Offer; Termination; Amendment.
How many shares are you seeking in the Offer?
•
We are offering to purchase all of the issued and outstanding ordinary shares in the share capital of the
Company, including any ADSs. See Introduction and Section 1 — Terms of the Offer.
Is the Offer contingent on a minimum number of shares being tendered?
•
Our Offer is conditioned on the acceptance of the Offer by shareholders to an extent such that their shares,
together with any shares owned by GE, represent more than ninety per cent of the outstanding shares on a
fully diluted basis. See Section 1 — Terms of the Offer.
Is the Offer conditioned on financing, and is the financial condition or GE or Parent relevant to my decision to
tender my shares in the Offer?
•
Our Offer is not conditioned on obtaining financing. The offer consideration consists solely of cash, and the
GE Group will finance the acquisition through cash on hand and existing credit facilities. See Introduction
and Section 11 — Source and Amount of Funds.
What are the conditions to the Offer?
We are not obligated to buy any shares in our Offer unless certain conditions have been satisfied or waived.
Our Offer is conditional on:
•
the Offer being accepted by shareholders to an extent such that their shares, together with any shares owned
by GE, represent more than ninety per cent of the outstanding shares on a fully diluted basis;
-6-
•
with respect to the Offer and the completion of the acquisition of the Company (i) the receipt of all necessary
regulatory, governmental or similar clearances, approvals and decisions and the resolution of any
investigations of or proceedings challenging the transaction, including from competition authorities, in each
case on terms which, in GE’s opinion, are acceptable and (ii) no proceedings challenging or seeking to
restrain, limit or prohibit the transaction are pending or are threatened;
•
no other party announcing an offer to acquire shares in the Company on terms that are more favorable to the
shareholders of the Company than the Offer;
•
neither the Offer nor the acquisition of the Company being wholly or partly prevented or materially adversely
affected by any legislation or other regulation, any decision of court or public authority, or similar
circumstance which is actually, or can reasonably be anticipated to be, outside the control of GE and which
GE could not reasonably have foreseen at the time of announcement of the Offer;
•
no circumstances, other than any circumstances that GE had knowledge of, or could have reasonably
anticipated at the time the Offer was announced, having occurred that have or could be reasonably expected
to have a material adverse effect upon the Company’s sales, profit, liquidity, equity or assets;
•
no information made public by the Company or disclosed by the Company to GE being materially inaccurate,
incomplete or misleading, and the Company having made public all information which should have been
made public by it; and
•
the Company not taking any measures that typically are intended to impair the prerequisites for the
implementation of the Offer.
See Section 14 — Conditions of the Offer.
What is the position of the Company’s board of directors with respect to the Offer?
•
On September 6, 2016, the Company’s board of directors unanimously recommended to shareholders to
accept the Offer.
I hold ADSs through a financial intermediary in book-entry form. What is the procedure for accepting the
Offer?
•
If you hold ADSs in book-entry form, all of which are held through the facilities of The Depositary Trust
Company (“DTC”), and you wish to accept the Offer, you must instruct the financial intermediary through
which you own your ADSs to arrange for such DTC participant holding the ADSs in its DTC account to
tender such ADSs to the DTC account of the U.S. Settlement Agent through the book-entry transfer facilities
of DTC prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York
time), unless we extend the Offer. If you are unable to complete the procedure for book entry procedure on a
timely basis, you may also follow the guaranteed delivery procedures described in this Offer to Purchase. See
Section 4 — Acceptance of the Offer by Shareholders and Tender Procedures — Guaranteed Delivery
Procedure for ADSs.
I hold American depositary receipts, or ADRs, representing ADSs. What is the procedure for accepting the
Offer?
•
If you hold ADSs in registered form, either in ADR form or in uncertificated form and you wish to accept the
Offer, you must tender ADSs to the U.S. Settlement Agent by delivering to the U.S. Settlement Agent a
properly completed and duly executed ADS Letter of Transmittal prior to the expiration of the Offer on
October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. The ADS
Letter of Transmittal and other associated forms are available upon request from the U.S. Settlement Agent. If
your ADRs are not available, you may also follow the guaranteed delivery procedures described in this Offer
to Purchase under Section 4 — Acceptance of the Offer by Shareholders and Tender Procedures —
-7-
Guaranteed Delivery Procedures for ADSs. The ADS Letter of Transmittal properly completed and duly
executed, together with the corresponding ADRs, if applicable, should only be sent to the U.S. Settlement
Agent and should not be sent to GE, the Company, Svenska Handelsbanken AB (the “Swedish Settlement
Agent”), Citibank N.A. (as the depositary for the ADSs) or Innisfree M&A Incorporated. Detailed
instructions are contained in the ADR Letter of Transmittal and in Section 4 — Acceptance of the Offer by
Shareholders and Tender Procedures — Acceptance by Holders of ADSs.
I hold ordinary shares through an intermediary. What is the procedure for accepting the Offer?
•
If you hold your ordinary shares through a broker, dealer, trust company, bank or other nominee and you wish
to accept the Offer, you must contact your broker, dealer, trust company, bank or other nominee and
acceptances must be made in accordance with the instructions received by such intermediary. Please note
that the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for
communication by shareholders in order to permit such intermediary to communicate acceptances to the
Swedish Settlement Agent in a timely manner. Accordingly, holders of ordinary shares that are held, directly
or indirectly, through a broker, dealer, trust company, bank or other nominee should contact their broker,
dealer, trust company, bank or other nominee to obtain information about the deadline by which such
shareholders must accept the Offer and comply with the dates communicated by such intermediary. Such
dates may differ from the dates and times noted in this Offer.
I hold ordinary shares in registered form. What is the procedure for accepting the Offer?
•
If you are a holder whose ordinary shares are directly registered with Euroclear and you wish to accept the
Offer, you must sign and submit an Acceptance Form in accordance with the instructions appearing on such
Acceptance Form and deliver it, with any other documents required by the Acceptance Form, to the Swedish
Settlement Agent at one of the addresses set forth on the Acceptance Form prior to the expiration of the Offer
on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Detailed
instructions are contained in the Acceptance Form and in Section 4 — Acceptance of the Offer by
Shareholders and Tender Procedures — Acceptance by Holders of Ordinary Shares.
If I accept the Offer, when will I get paid?
•
If you hold ADSs and accept the Offer, you will be paid, upon GE declaring that the Offer is unconditional,
or otherwise deciding to complete the Offer, an amount by the U.S. Settlement Agent equal to the U.S. dollar
equivalent of SEK 285, without interest thereon and less any applicable withholding taxes. Settlement for
ADSs will be effected between three (3) to six (6) business days after GE deposits the relevant settlement
amount with the U.S. Settlement Agent. The U.S. dollar equivalent of SEK 285 will be calculated by using
the spot market exchange rate for the U.S. dollar against the Swedish Krona on the date on which funds are
received by the U.S. Settlement Agent to pay for ADSs upon completion of the Offer. On September 5,
2016, the spot market exchange rate for the U.S. dollar against the Swedish Krona was $1.00 : SEK 8.565.
You should be aware that the Swedish Krona to U.S. dollar exchange rate prevailing on the date on which
you tender your ADSs, and on the dates of dispatch and receipt of payment, may be different from the
Swedish Krona to U.S. dollar exchange rate prevailing on the day on which funds are received by the U.S.
Settlement Agent. In all cases, fluctuations in the Swedish Krona to U.S. dollar exchange rate are at the risk
of accepting holders of ADSs.
The U.S. Settlement Agent will act as agent for the purpose of receiving payments from GE and transmitting
such payments to shareholders accepting the Offer with respect to ADSs. Upon the deposit of such funds
with the U.S. Settlement Agent, GE’s obligation to make such payment will be satisfied, and such
shareholders must thereafter look solely to the U.S. Settlement Agent for payment of amounts owed to them.
In such case, payment will be made provided the U.S. Settlement Agent has received (i) a properly completed
and duly executed ADS Letter of Transmittal or a manually signed facsimile thereof, with any required
signature guarantees, and (ii) any other documents stipulated by the ADS Letter of Transmittal. Payment for
ADSs will be effected as set forth in the ADS Letter of Transmittal. The cash consideration paid to tendering
holders of ADSs will be in U.S. dollars.
-8-
•
If you hold ordinary shares, settlement will be effected by sending a transaction note to you. If the holding is
registered in the name of a nominee, then settlement will be provided for by the nominee. We will begin
paying the consideration offered to each shareholder, or return the ordinary shares (as applicable) as promptly
as practicable upon GE declaring that the Offer is unconditional, or otherwise deciding to complete the Offer,
and no later than five (5) business days thereafter. Assuming that such announcement is made no later than
on or around October 19, 2016, settlement is expected to begin on or around October 24, 2016. The
settlement amount for holders of ordinary shares shall be paid into the yield account connected to that
shareholder’s securities account. If the shareholder does not have a yield account connected to their securities
account (or where the yield account is a bank giro or postal giro account), such shareholder will receive
settlement in accordance with the instructions in the transaction note. In the event that the ordinary shares are
pledged, payment will be made to the yield account or in accordance with the instructions in the transaction
note. The cash consideration paid to tendering holders of ordinary shares will be in Swedish Krona.
See Section 3 — Settlement and Payment for Shares for further details.
Until what time can I withdraw my tendered shares?
•
Acceptances delivered or shares tendered pursuant to the Offer may be withdrawn, respectively, at any time
prior to the expiration time on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we
extend the Offer. Following the expiration time, shareholders that have delivered Acceptance Forms or have
tendered shares pursuant to the Offer will not be able to withdraw their acceptances or withdraw any such
tendered shares. Financial intermediaries may set an earlier deadline for communication by shareholders in
order to permit the financial intermediary to communicate withdrawals to the Swedish Settlement Agent or
U.S. Settlement Agent, as applicable, in a timely manner. Accordingly, if a shareholder holding shares
through a financial intermediary wishes to withdraw an acceptance or withdraw shares tendered pursuant to
the Offer, such shareholder should contact the applicable financial intermediary to obtain information about
the deadline by which such shareholders must withdraw an acceptance or withdraw such shares and comply
with the dates communicated by such financial intermediary as such dates may differ from the dates and
times noted in this Offer to Purchase.
See Section 5 – Withdrawal Rights.
How do I withdraw tendered shares?
•
If you tendered ADSs through a financial intermediary, such as a broker, dealer, trust company, bank or other
nominee, you may withdraw such tendered ADSs by instructing your financial intermediary to deliver a
notice of withdrawal to the U.S. Settlement Agent through the book-entry transfer facilities of DTC before the
public announcement by GE that the conditions for the completion of the Offer have been satisfied, or, if such
announcement has not been made during the acceptance period, prior to the expiration of the Offer on
October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we extend the Offer. Please note
that the relevant broker, dealer, trust company, bank or other nominee may set an earlier deadline for
communication by shareholders in order to permit such intermediary to communicate withdrawals to the U.S.
Settlement Agent in a timely manner. Accordingly, you should contact your broker, dealer, trust company,
bank or other nominee to obtain information about the deadline by which you must withdraw any acceptance
and comply with the dates communicated by such intermediary, as such dates may differ from the dates and
times noted in this Offer to Purchase.
•
If you tendered ADSs, you may withdraw such tendered ADSs by delivering to the U.S. Settlement Agent a
properly completed and duly executed notice of withdrawal, guaranteed by an Eligible Institution (if the ADS
Letter of Transmittal required a signature guarantee), before the public announcement by GE that the
conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made
during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET
(11:00 a.m., New York time), unless we extend the Offer. (An Eligible Institution is a financial institution,
including most commercial banks, savings and loan associations and brokerage houses, that is a participant in
the Securities Transfer Agent Medallion Program or any other “eligible guarantor institution”, as such term is
defined in applicable U.S. rules and regulations).
-9-
•
If you accepted the Offer with respect to ordinary shares through a financial intermediary such as a broker,
dealer, trust company, bank or other nominee, you must contact your broker, dealer, trust company, bank or
other nominee and withdrawals must be made in accordance with the instructions provided by such
intermediary before the public announcement by GE that the conditions for the completion of the Offer have
been satisfied, or, if such announcement has not been made during the acceptance period, prior to the
expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless we
extend the Offer. Please note the relevant broker, dealer, trust company, bank or other nominee may set an
earlier deadline for communication by shareholders in order to permit such intermediary to communicate
withdrawals to the Swedish Settlement Agent in a timely manner. Accordingly, you should contact your
broker, dealer, trust company, bank or other nominee to obtain information about the deadline by which you
must withdraw any acceptance and comply with the dates communicated by such intermediary, as such dates
may differ from the dates and times noted in this Offer to Purchase.
•
If you tendered ordinary shares by signing and submitting an Acceptance Form, your withdrawal must be
made in writing and received by Swedish Settlement Agent before the public announcement by GE that the
conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made
during the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET
(11:00 a.m., New York time), unless we extend the Offer.
See Section 5 – Withdrawal Rights.
If I decide not to accept the Offer, how will the Offer affect me?
•
If you decide not to accept the Offer and the settlement of the Offer occurs, and if GE, whether in connection
with the Offer or otherwise, obtains more than ninety per cent of the ordinary shares including ADSs
representing ordinary shares, then as soon as possible following GE’s acquisition of such shares, GE intends
to convene a compulsory acquisition procedure to acquire all remaining shares in the Company. Compulsory
acquisition of the remaining shares in the Company will include any ordinary shares or ADSs that you still
hold because you did not accept the Offer.
See Section 8 — Compulsory acquisition and De-listing.
What are the recent trading prices for the shares?
•
On September 5, 2016, the last full trading day before the public announcement of the Offer, the closing price
of the ordinary shares reported on Nasdaq Stockholm was SEK 186 per ordinary share. The ADSs are
unlisted. You should obtain current market quotations for ordinary shares of the Company before deciding
whether to tender your shares.
What are the U.S. federal income tax consequences of tendering shares in the Offer?
•
A tendering U.S. shareholder’s receipt of cash upon the sale of shares to GE will be a taxable transaction for
U.S. federal income tax purposes, and may also be a taxable transaction under state, local and non-U.S. tax
laws.
•
For U.S. federal income tax purposes, subject to the discussion in Section 6 — Certain Income Tax
Consequences of the Offer — Passive Foreign Investment Company Status, if a U.S. Holder (as defined
below) sells its shares in the Offer, it generally will recognize capital gain or loss equal to the difference
between the amount of cash received and its adjusted tax basis in the shares sold, assuming that the shares are
held as a capital asset (generally, property held for investment). Any capital gain or loss will be long-term
capital gain or loss if the shares sold have been held for more than one year on the date of sale, and short-term
capital gain or loss if held for one year or less on the date of sale.
•
If the Company is or was classified as a passive foreign investment company (a “PFIC”) for any taxable year
during which a U.S. Holder held its shares, certain adverse U.S. federal income tax rules would apply.
Among other things, the U.S. Holder generally would be subject to additional taxes and interest charges on
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any gain realized on the disposition of its shares (including pursuant to the Offer), regardless of whether the
Company continues to be a PFIC in the year in which the shares are disposed of.
•
This discussion of U.S. federal income tax consequences is general in nature. It may not be applicable to all
shareholders, some of whom may be subject to special tax rules. In addition, it does not consider any state,
local, non-U.S. or other taxes that may be applicable. You should consult your tax advisor regarding your
specific tax situation and the tax consequences to you of selling your shares in the Offer, including the
possibility of backup withholding being applicable to you.
See Section 6 — Certain Income Tax Consequences of the Offer.
Further Information
•
If you have any questions regarding the Offer, please call Innisfree M&A Incorporated, the Information
Agent for the Offer, at (888) 750-5834 for assistance. See the back cover page of this Offer to Purchase for
additional contact information.
-11-
To the holders of shares of Arcam Aktiebolag (publ):
INTRODUCTION
GE Sweden Holdings AB (“GE”), Swedish company registration number 559072-8431, a Swedish limited
liability company within the GE Aviation operating unit (“GE Aviation”) and an indirect wholly-owned subsidiary of
General Electric Company, a New York corporation (“Parent” and together with its subsidiaries, the “GE Group”), is
offering to purchase all the issued and outstanding ordinary shares in the capital of Arcam Aktiebolag (publ), Swedish
company registration number 556539-5356, a Swedish limited liability company (the “Company”), including all
American depositary shares (each, an “ADS”), each ADS representing the right to receive one ordinary share, at a price
of SEK 285 per ordinary share, in cash, without interest thereon, less any required tax withholding, upon the terms and
subject to the conditions set forth in this Offer to Purchase (as it may be amended and supplemented from time to time,
this “Offer to Purchase”) and in the related Acceptance Form and ADS Letter of Transmittal (which, together with any
amendments and supplements thereto, collectively constitute the “Offer”).
Based on information provided by the Company, as of the close of business on September 5, 2016, 20,546,585
ordinary shares were issued and outstanding.
You will not be required to pay brokerage fees or commissions or on the sale of ordinary shares and ADSs
pursuant to the Offer if you directly tender your shares to us. If you own ADSs or hold your shares through a broker,
dealer, commercial bank, trust company or other nominee, and the depositary or the broker, dealer, commercial bank,
trust company or other nominee accepts the Offer on your behalf, it may charge you a fee for doing so. If you do not
complete and sign the Internal Revenue Service (“IRS”) Form W-9 that is included in the ADS Letter of Transmittal (or
an alternative applicable form including an appropriate Form W-8), you may be subject to U.S. federal backup
withholding on the gross proceeds payable to you. See Section 6 — Certain Income Tax Consequences of the Offer —
Information Reporting and Withholding.
The Offer is subject to certain conditions. See Section 14 — Conditions of the Offer.
The holders of the ordinary shares and ADSs do not have appraisal rights as a result of the Offer. The Offer is
made only for outstanding ordinary shares and ADSs.
The acceptance period, during which shareholders can offer their ordinary shares and ADSs to GE, begins on
September 7, 2016 and ends, unless otherwise extended, at 5:00 p.m., CET (11:00 a.m., New York time) on
October 14, 2016. We do not presently expect to extend the Offer, however, the expiration time and date may be
extended in accordance with the provisions of the Offer.
The consummation of the transactions contemplated hereby have been duly and validly authorized by the
boards of directors of each of Parent and GE.
This Offer to Purchase, the related Acceptance Form and ADS Letter of Transmittal contain important
information, and you should carefully read these documents in their entirety before you make a decision with
respect to the Offer.
-12-
THE OFFER
1.
Terms of the Offer.
Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay for
ordinary shares and ADSs that are validly tendered and not withdrawn in accordance with the procedures set forth in
Section 4 — Acceptance of the Offer by Shareholders and Tender Procedures, on or prior to the expiration time. Unless
otherwise expressly provided in this Offer to Purchase, all references to time are references to Central European Time
(“CET”).
We offer to purchase all the issued and outstanding ordinary shares and ADSs in the share capital of the
Company as of immediately prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m.,
New York time), at SEK 285 per share in cash, assuming no further distributions by the Company. Shareholders who
accept the Offer and tender ADSs will be paid an amount equal to the U.S. dollar equivalent of SEK 285. Based on
information provided by the Company, as of the close of business on September 5, 2016, 20,546,585 ordinary shares
were issued and outstanding. The total value of the Offer amounts to SEK 5,855,776,725.
The Offer represents a premium of approximately 53.23 per cent to the closing price of SEK 186.0 per share on
September 5, 2016 and approximately 67.35 per cent to the volume weighted average price of approximately SEK 170.3
per share over the 30 calendar days up to and including September 5, 2016, the last trading day prior to the
announcement of the Offer.
The offer consideration will be reduced should the Company, prior to the settlement of the Offer, make any
dividend or other value transfers.
The Offer is subject to the conditions set forth in Section 14 — Conditions of the Offer. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any
extension or amendment), we will purchase, promptly after the expiration of the Offer, all ordinary shares and ADSs
validly tendered and not withdrawn prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET
(11:00 a.m., New York time), unless extended.
2.
Expiration; Extension of the Offer; Termination; Amendment.
The acceptance period ends at the expiration time of 5:00 p.m., CET (11:00 a.m., New York time) on
October 14, 2016, unless we otherwise extend the Offer. We do not presently expect to extend the Offer.
Subject to the applicable Swedish and U.S. rules and regulations, we expressly reserve the right, in our sole
discretion, at any time or from time to time, to:
•
extend the Offer if any condition to the Offer is neither satisfied nor waived on any scheduled expiration
time;
•
to amend the terms of the Offer;
•
to terminate the Offer; or
•
to extend the expiration time for an additional period or periods until all of the conditions are either
satisfied or waived.
We will announce any such extension, termination, amendment, waiver or change to the Offer by giving notice
to the SFSA as well as by issuing a press release in accordance with applicable laws and regulations.
If we make a material change in the terms of the Offer or waive a condition to the Offer, we will extend the
Offer and disseminate additional tender offer materials to the extent required by applicable law, including Regulation
14E under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Under applicable laws, the minimum
period during which a tender offer must remain open following material changes in the terms of the Offer, other than a
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change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the
materiality of the changes. The waiver of a condition is deemed to be a material change in the terms of an offer. U.S.
regulatory guidance provides that an offer should remain open for a minimum of five (5) business days from the date
the material change is first published, sent or given to shareholders.
If, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time),
unless extended, we increase or reduce (with the Company’s consent) the consideration to be paid for ordinary shares
and ADSs in the Offer or change (with the Company’s consent) the number of ordinary shares and ADSs being tendered
for, and if the Offer is scheduled to expire at any time before the expiration of a period of ten (10) business days from,
and including, the date that notice of such change in the terms of the Offer is first published or sent, we will extend the
Offer at least ten (10) business days. If, before the expiration of the Offer, we increase the price being paid per ordinary
share pursuant to the Offer, the changed amount of consideration per ordinary share will be paid to all shareholders
whose ordinary shares and ADSs are purchased pursuant to the Offer, whether or not their ordinary shares and ADSs
were tendered before the announcement of the change in consideration.
During any extension of the Offer, all ordinary shares and ADSs previously tendered and not withdrawn will
remain subject to the Offer and subject to your right to withdraw such ordinary shares and ADSs. See Section 5 —
Withdrawal Rights for additional details.
Any extension, termination, amendment, waiver or change of the Offer or any condition will be followed as
promptly as practicable by public announcement thereof, such announcement in the case of an extension to be issued at
the earlier of the opening of Nasdaq Stockholm, Mid Cap (“Nasdaq Stockholm”) or 9:00 a.m., New York time, on the
next business day after the previously scheduled expiration time. Subject to the applicable rules and regulations (which
require that any material change in the information published, sent or given to shareholders in connection with the Offer
be promptly disseminated to shareholders in a manner reasonably designed to inform shareholders of such changes), we
will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by
issuing a press release or other announcement.
The Company has provided us with its record shareholder list for the purpose of disseminating the Offer and
other offering materials to holders of ordinary shares and ADSs. This Offer to Purchase, the related Acceptance Form
and the other related documents will be mailed to record holders of ordinary shares whose names appear on the
Company’s shareholder list and will be furnished, for subsequent transmittal to beneficial owners of ordinary shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security
position listing.
3.
Settlement and Payment for Shares.
Under no circumstances will we pay interest on the consideration paid for any ordinary shares and ADSs
pursuant to the Offer, regardless of any extension of the Offer or any delay in making payment.
Settlement for holders of ADSs
Settlement for ADSs will be effected between three (3) to six (6) business days after GE deposits the relevant
settlement amount with Computershare Trust Company, N.A. (the “U.S. Settlement Agent”). Shareholders who validly
accept the Offer and tender ADSs will be paid an amount by the U.S. Settlement Agent equal to the U.S. dollar
equivalent of SEK 285, without interest thereon and less any applicable withholding taxes. The U.S. dollar equivalent
of SEK 285 will be calculated by using the spot market exchange rate for the U.S. dollar against the Swedish Krona on
the date on which funds are received by the U.S. Settlement Agent to pay for ADSs upon completion of the Offer.
Holders of ADSs should be aware that the Swedish Krona to U.S. dollar exchange rate prevailing on the date on which
such shareholders tenders their ADSs, and on the dates of dispatch and receipt of payment, may be different from the
Swedish Krona to U.S. dollar exchange rate prevailing on the day on which funds are received by the U.S. Settlement
Agent. In all cases, fluctuations in the Swedish Krona to U.S. dollar exchange rate are at the risk of accepting holders
of ADSs.
-14-
The U.S. Settlement Agent will act as agent for the purpose of receiving payments from us and transmitting
such payments to shareholders accepting the Offer with respect to ADSs. Upon the deposit of such funds with the U.S.
Settlement Agent, GE’s obligation to make such payment will be satisfied, and holders of such ADSs must thereafter
look solely to the U.S. Settlement Agent for payment of amounts owed to them. In such case, payment for such ADSs
will be made provided the U.S. Settlement Agent has received (i) a properly completed and duly executed ADS Letter
of Transmittal or a manually signed facsimile thereof, with any required signature guarantees, and (ii) any other
documents stipulated by the ADS Letter of Transmittal. Payment for such ADSs will be effected as set forth in the ADS
Letter of Transmittal. The cash consideration paid to tendering holders of ADSs will be in U.S. dollars.
Settlement for holders of ordinary shares
The cash consideration paid to tendering holders of ordinary shares will be in Swedish Krona. Upon the terms
and subject to the conditions of the Offer, settlement for ordinary shares will be effected by sending a transaction note to
those who have accepted the Offer. If the holding is registered in the name of a nominee, then settlement will be
provided for by the nominee. We will pay the consideration offered to each shareholder, or return the shares (as
applicable) six (6) business days after the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m.,
New York time) (as may be extended in accordance with Section 2 – Expiration; Extension of the Offer; Termination;
Amendment).
The settlement amount for holders of ordinary shares shall be paid into the yield account connected to that
shareholder’s securities account. If the shareholder does not have a yield account connected to their securities account
(or where the yield account is a bank giro or postal giro account), that shareholder will receive settlement in accordance
with the instructions in the transaction note. Upon settlement, the ordinary shares will be removed (without notice) from
the blocked account, which will then be terminated. In the event that the ordinary shares are pledged, payment will be
made to the yield account or in accordance with the instructions in the sent out transaction note.
If we do not accept for payment any ordinary shares pursuant to the Offer for any reason and such ordinary
shares are not represented by a certificate, we will cause the registrar of the Company to make the corresponding
changes in the Company’s register of holders of ordinary shares, without expense to such shareholders, promptly
following the expiration, termination or withdrawal of the Offer.
4.
Acceptance of the Offer by Shareholders and Tender Procedures.
This section describes the procedures for accepting the Offer and tendering ordinary shares and ADSs. GE
reserves the right (in its sole discretion) to accept any ordinary shares and ADSs pursuant to the Offer, even if such
tender has not been made in compliance with the procedures set forth in this Section 4.
Method of Delivery for ordinary shares and ADS
The method of delivery of ordinary shares and ADSs, and all other required documents, is at your
election and sole risk, and delivery will be deemed made only when actually received by the Svanka
Handelsbanken AB (the “Swedish Settlement Agent”) or the U.S. Settlement Agent, as applicable. If share
certificates and other documents are sent by mail, we recommend that you use registered mail with return
receipt requested, properly insured, in time to be received prior to the expiration of the Offer on
October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless extended. In all cases, you should allow
sufficient time to ensure timely delivery. No acknowledgement of receipt of documents will be given by or on
behalf of GE, the Company, Parent or the U.S. Settlement Agent.
If you hold ordinary shares or ADSs registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you should contact that institution in order to accept the Offer or tender your ordinary
shares or ADSs in the Offer. In addition, your broker, dealer, commercial bank, trust company or other nominee
may have a deadline for accepting the Offer which is earlier than the expiration time on October 14, 2016 at 5:00
p.m., CET (11:00 a.m., New York time), unless extended. We urge you to contact the broker, dealer, commercial
bank, trust company or other nominee that holds your ordinary shares or ADSs to find out its procedures for
accepting the Offer and the deadline to do so.
-15-
Acceptance by Holders of ADSs
Shareholders holding ADSs in registered form, either in American depositary receipt(s) (“ADR”) form or in
uncertificated form through the Direct Registration System (a system administered by DTC pursuant to which Citibank,
N.A., the depository for the unsponsored ADSs, may register the ownership of uncertificated ADSs), may accept the
Offer and tender ADSs to the U.S. Settlement Agent by delivering to the U.S. Settlement Agent a properly completed
and duly executed ADS Letter of Transmittal, with any applicable signature guarantees from an Eligible Institution,
together with the ADRs representing the ADSs specified on the face of the ADS Letter of Transmittal, if applicable,
prior to the expiration time to the address for the U.S. Settlement Agent set forth on the back cover page of this Offer to
Purchase. The ADS Letter of Transmittal properly completed and duly executed, together with the corresponding
ADRs, if applicable, should only be sent to the U.S. Settlement Agent and should not be sent to GE, the Company, the
Swedish Settlement Agent, Parent, Citibank, N.A. (as the depositary for the ADSs), or Innisfree M&A Incorporated (the
“Information Agent”). The ADS Letter of Transmittal properly completed and duly executed, together with the
corresponding ADRs, if applicable, must be received by the U.S. Settlement Agent prior to the expiration time. (An
“Eligible Institution” means a financial institution, including most commercial banks, savings and loan associations and
brokerage houses, that is a participant in the Securities Transfer Agent Medallion Program or any other “eligible
guarantor institution”, as such term is defined in applicable U.S. rules and regulations).
The ADS Letter of Transmittal and other associated forms are available upon request from the U.S. Settlement
Agent.
Shareholders holding ADSs in book-entry form, all of which are held through the facilities of DTC, must
instruct the financial intermediary through which such shareholders own their ADSs to arrange for a DTC participant
holding the ADSs in its DTC account to tender such ADSs to the DTC account of the U.S. Settlement Agent through
the book-entry transfer facilities of DTC, no later than the expiration of the Offer on October 14, 2016 at 5:00 p.m.,
CET (11:00 a.m., New York time), unless extended. If the procedure for book-entry procedure cannot be completed on
a timely basis, shareholders holding ADSs in book-entry form may also follow the guaranteed delivery procedures
described below. Financial intermediaries may set an earlier deadline for communication by shareholders in order to
permit the financial intermediary to communicate acceptances to the U.S. Settlement Agent in a timely manner.
Accordingly, shareholders holding ADSs through a financial intermediary should contact such financial intermediary to
obtain information about the deadline by which such shareholders must accept the Offer and comply with the dates
communicated by such financial intermediary. Such dates may differ from the dates and times noted in this Offer to
Purchase.
Although delivery of ADSs may be effected through book-entry transfer into the U.S. Settlement Agent’s DTC
account, either (i) the ADS Letter of Transmittal, properly completed and duly executed, together with any required
signature guarantees, or (ii) a book-entry confirmation, and, in either case, any other required documents, must in any
case be transmitted to, and received by, the U.S. Settlement Agent at the relevant address set out in the ADS Letter of
Transmittal before ADSs will be either counted as a validly accepted, or purchased, or such holder must comply with
the guaranteed delivery procedures described below. Delivery of documents to a financial intermediary or to a DTC
participant’s book-entry transfer account does not constitute delivery to the U.S. Settlement Agent.
Tendered ADSs will be held in an account controlled by the U.S. Settlement Agent, and consequently a
shareholder that has tendered its ADSs will not be able to sell, assign, transfer or otherwise dispose of tendered ADSs
until such time as (i) the shareholder withdraws the tendered ADSs from the Offer; (ii) the tendered ADSs have been
accepted for purchase by GE (subject to the terms and conditions of the Offer); or (iii) the tendered ADSs have been
returned to the shareholder if the Offer is not completed or if the ADSs were not accepted for purchase.
Guaranteed Delivery Procedure for ADSs
If a shareholder wishes to tender ADSs in the Offer and its ADSs are not immediately available or time will
not permit all required documents to reach the U.S. Settlement Agent before the expiration time or the procedure for
book-entry transfer cannot be completed on a timely basis, a shareholder may nevertheless properly tender ADSs if all
the following conditions are satisfied:
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•
the tender is made by or through an Eligible Institution;
•
a properly completed and duly executed notice of guaranteed delivery in the form attached as an exhibit to this
Offer to Purchase, is received by the U.S. Settlement Agent as provided below before the expiration of the Offer
on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless extended; and
•
ADSs in proper form for transfer, together with, (a) in the case of ADSs represented by ADRs, a properly
completed and duly executed ADS Letter of Transmittal, together with any required signature guarantees, or (b)
in the case of a book-entry transfer, a book-entry confirmation and any other required documents are received
by the U.S. Settlement Agent within three trading days (on the New York Stock Exchange) after the date of
execution of the notice of guaranteed delivery.
•
Any notice of guaranteed delivery may be delivered by hand, mail or facsimile to the U.S. Settlement Agent and
must include a guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery. In
the case of ADSs held through the book-entry transfer system of DTC, the notice of guaranteed delivery must be
delivered to the U.S. Settlement Agent by a DTC participant by means of the DTC book-entry transfer
confirmation system.
Acceptance by Holders of ordinary shares
Shareholders whose ordinary shares are directly registered with Euroclear and who wish to accept the Offer
with respect to ordinary shares must, during the acceptance period, sign and submit a duly completed Acceptance Form
to the Swedish Settlement Agent for the Offer.
The Acceptance Form must be submitted or sent, with sufficient time so that it may be received by the Swedish
Settlement Agent no later than the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New
York time), unless extended. The Acceptance Form may also be delivered to bank offices or other securities institutions
in Sweden to be forwarded to the Swedish Settlement Agent in ample time before such expiration of the Offer.
The VP-account and the current number of ordinary shares are pre-printed on the Acceptance Form that has
been sent out together with this Offer to Purchase to each shareholder whose ordinary shares are directly registered with
the Company. Each shareholder receiving this Offer to Purchase should check that the pre-printed information in the
Acceptance Form is correct.
Please note that Acceptance Forms that are filled in incompletely or incorrectly may be disregarded.
Additional Acceptance Forms are available from the Swedish Settlement Agent or U.S. Settlement Agent in
accordance with the contact details in this Offer to Purchase.
If you hold ordinary shares registered in the name of a broker, dealer, commercial bank, trust company or other
nominee, you should contact such institution in order to accept the Offer. In addition, your broker, dealer, commercial
bank, trust company or other nominee may have a deadline for accepting the Offer which is earlier than the expiration
time on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless the Offer is extended. We urge you to
contact the broker, dealer, commercial bank, trust company or other nominee that holds your ordinary shares to find out
its procedures for accepting the Offer and the deadline to do so.
Pledged holdings
If a shareholder’s ordinary shares are pledged in the Euroclear-system, both the shareholder and the pledgee
must sign the submitted Acceptance Form and confirm that the pledge will be terminated should the Offer be
completed. The pledge on any such ordinary shares must be deregistered in the Euroclear-system on delivery to GE.
Confirmation and transfer of shares in the Company to blocked securities accounts
After the Swedish Settlement Agent has received and registered a completed Acceptance Form, the applicable
ordinary shares will be transferred to a new blocked securities account which has been opened for each accepting
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shareholder (Sw. apportkonto). In connection with this, Euroclear will send a notice (“VP-notice”) showing the number
of ordinary shares that have been removed from the original securities account and a VP-notice showing the number of
ordinary shares that have been entered in the newly opened, blocked securities account.
U.S. Federal Backup Withholding
Under the U.S. federal backup withholding laws, backup withholding at the applicable U.S. federal backup
withholding rate (currently 28.0%) may apply to payments made pursuant to the Offer unless you provide your correct
taxpayer identification number and certify that you are not subject to backup withholding by completing the IRS
Form W-9 included in the ADS Letter of Transmittal or otherwise establish an exemption from backup withholding. If
you are a nonresident alien or a foreign entity, you generally will not be subject to backup withholding, provided you
certify your foreign status by delivering an appropriate IRS Form W-8. See Section 6 — Certain Income Tax
Consequences of the Offer — Information Reporting and Withholding.
Appointment of Proxy
By executing an Acceptance Form or ADS Letter of Transmittal, you irrevocably appoint our designees as
your attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Acceptance Form or
ADS Letter of Transmittal, as applicable, to the full extent of your rights with respect to the ordinary shares and ADSs
tendered and accepted for payment by us (and any and all other securities issued or issuable in respect of such ordinary
shares and ADSs on or after the date of this Offer to Purchase). All such powers of attorney and proxies are irrevocable
and coupled with an interest in the tendered ordinary shares and ADSs. Such appointment is effective only upon our
acceptance for payment of such ordinary shares and ADSs in accordance with the terms of the Offer. Upon acceptance
for payment, all prior powers of attorney and proxies and consents granted by you with respect to such ordinary shares
and ADSs and other securities will, without further action, be revoked, and no subsequent powers of attorney or proxies
may be given nor subsequent written consents executed (and, if previously given or executed, will cease to be effective).
Upon acceptance for payment, our designees will be empowered to exercise all your voting and other rights as they, in
their sole discretion, may deem proper at any meeting of the Company’s shareholders, by written consent or otherwise.
We reserve the right to require that, in order for ordinary shares and ADSs to be validly tendered, immediately upon our
acceptance for payment of such ordinary shares and ADSs, we are able to exercise full voting rights with respect to such
ordinary shares and ADSs and other securities (including voting at any meeting of shareholders then scheduled or acting
by written consent without a meeting).
The foregoing powers of attorney and proxies are effective only upon acceptance for payment of the
ordinary shares and ADSs pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a
purchase of the ordinary shares and ADSs, for any meeting of the Company’s shareholders.
Determination of Validity
We will determine, in our sole discretion, all questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any acceptance of the Offer or tender of ordinary shares and
ADSs, and our determination will be final and binding. We reserve the absolute right to reject any or all acceptances of
Offers or tenders of ordinary shares and ADSs that we determine not to be in proper form or the acceptance for payment
of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive
any defect or irregularity in any acceptance of the Offer or tender of ordinary shares and ADSs. No acceptance of the
Offer or tender of ordinary shares and ADSs will be deemed to have been validly made until all defects and
irregularities with respect to such tender have been cured or waived. None of Parent, GE, the Swedish Settlement
Agent, the U.S. Settlement Agent, the Information Agent or any other person will be under any duty to give notification
of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to
give any such notification. Our interpretation of the terms and conditions of the Offer (including the Acceptance Form,
the ADS Letter of Transmittal and the instructions thereto) will be final and binding.
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5.
Withdrawal Rights.
Tenders of ordinary shares and ADSs made pursuant to acceptances of the Offer may be withdrawn at any time
prior to the earlier of (a) the public announcement by GE that the conditions for completion of the Offer have been
satisfied or (b) the expiration time on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York time), unless
extended. Thereafter, such acceptances or tenders are irrevocable, unless we extend the period of time during which the
Offer is open, are delayed in paying for ordinary shares and ADSs, or are unable to pay for ordinary shares and ADSs
pursuant to the Offer for any reason. In the event of such extension, delay or inability, without prejudice to our rights
under the Offer, either the Swedish Settlement Agent or U.S. Settlement Agent may, on our behalf, retain all ordinary
shares and ADSs tendered, and such ordinary shares and ADSs may not be withdrawn or acceptances withdrawn except
as otherwise provided in this Section 5, subject to Rule 14e-1(c) under the Exchange Act. This rule provides that no
person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on
behalf of security holders promptly after the termination or withdrawal of the tender offer.
We will determine all questions as to the form and validity (including time of receipt) of any notice of
withdrawal, in our sole discretion, which determination shall be final and binding. We also reserve the absolute right to
waive any defect or irregularity in the withdrawal of an acceptance or withdrawal of shares by any shareholder, and
such determination will be binding on all shareholders. None of Parent, GE, the Swedish Settlement Agent, the U.S.
Settlement Agent, the Information Agent or any other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.
Withdrawal of acceptances for ordinary shares
Shareholders are entitled to withdraw a submitted acceptance. To be valid, the withdrawal must be made in
writing and have been received by the Swedish Settlement Agent before the public announcement by GE that the
conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the
acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New York
time), unless extended. Shareholders whose ordinary shares are nominee registered and who wish to withdraw their
acceptance of the Offer must do so in accordance with instructions from the nominee.
Withdrawal of tendered ADSs
If a shareholder tenders ADSs to the U.S. Settlement Agent by delivering an ADS Letter of Transmittal
together with the ADRs evidencing such ADSs, such shareholder may withdraw such tendered ADSs by delivering to
the U.S. Settlement Agent a properly completed and duly executed notice of withdrawal, guaranteed by an Eligible
Institution (if the ADS Letter of Transmittal required a signature guarantee), before the public announcement by GE that
the conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during
the acceptance period, prior to the expiration of the Offer on October 14, 2016 at 5:00 p.m., CET (11:00 a.m., New
York time), unless extended.
If a shareholder tenders ADSs by means of the book-entry transfer procedures of DTC, such shareholder may
withdraw such tendered ADSs by instructing its financial intermediary through which it holds its tendered ADSs to
cause the DTC participant through which such ADSs were tendered to deliver a notice of withdrawal to the U.S.
Settlement Agent through the book-entry transfer facilities of DTC before the public announcement by GE that the
conditions for the completion of the Offer have been satisfied, or, if such announcement has not been made during the
acceptance period, prior to the expiration time.
6.
Certain Income Tax Consequences of the Offer.
The discussion below is a general summary of certain tax considerations currently applicable of the Offer. In
view of the number of different jurisdictions where local laws may apply to a holder of ordinary shares or ADSs, the
following summary does not discuss non-United States or non-Swedish tax considerations applicable to the Offer.
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Certain Federal Income Tax Consequences of the Offer
The following discussion summarizes certain material U.S. federal income tax consequences of the Offer to
shareholders of the Company whose ordinary shares or ADSs are tendered and accepted for payment pursuant to the
Offer. This discussion is for general information only and is not tax advice. This discussion does not purport to
consider all aspects of U.S. federal income taxation that might be relevant to shareholders of the Company. This
discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury
Regulations, and administrative and judicial interpretations, each as in effect as of the date hereof, all of which are
subject to change, possibly with retroactive effect. Any change could alter the tax consequences described herein. This
summary also does not consider the state, or local tax treatment of a sale of ordinary shares or ADSs pursuant to the
Offer or any U.S. alternative minimum tax consequences. In addition, it does not consider any non-U.S. tax
consequences of the Offer.
This discussion applies only to shareholders of the Company who hold ordinary shares or ADSs as capital
assets within the meaning of Section 1221 of the Code. This discussion does not apply to ordinary shares or ADSs
received pursuant to the exercise of employee stock options or otherwise as compensation, or to shareholders of the
Company that are subject to special rules under the U.S. federal income tax laws, including insurance companies, taxexempt organizations, financial institutions, regulated investment companies, broker-dealers, partnerships and other
pass-through entities, controlled foreign corporations, passive foreign investment companies, persons subject to the
alternative minimum tax, persons that own or are deemed to own ten per cent or more of the Company’s voting stock,
persons whose functional currency is not the U.S. dollar, persons holding ordinary shares or ADSs as part of a hedge,
straddle, constructive sale or conversion transaction, and U.S. expatriates.
If any entity that is treated as a partnership for U.S. federal tax purposes holds ordinary shares or ADSs, the tax
treatment of its partners or members generally will depend upon the status of the partner or member and the activities of
the entity. If you are a partnership or a partner of a partnership or a member of a limited liability company or other
entity classified as a partnership for U.S. federal tax purposes and that entity is holding ordinary shares or ADSs, you
should consult your tax advisor.
For purposes of this discussion, a “U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is a
“United States person” within the meaning of Section 7701(a)(30) of the Code because such beneficial owner is one of
the following:
•
a citizen or resident of the United States;
•
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized
in or under the laws of the United States or any of its political subdivisions;
•
a trust (A) the administration of which is subject to the primary supervision of a United States court and which
has one or more United States persons who have the authority to control all substantial decisions of the trust, or
(B) that was in existence on August 20, 1996, was treated as a United States person on the previous day, and
elected to continue to be so treated; or an estate the income of which is subject to U.S. federal income taxation
regardless of its source.
As used in this discussion, a “Non-U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is an
individual, corporation, estate or trust that is not a U.S. Holder as described in the bullets above.
Non-Participation in the Offer. Shareholders who do not participate in the Offer should not incur any U.S.
federal income tax liability as a result of the Offer.
U.S. Holders. The receipt by a U.S. Holder of cash in exchange for ordinary shares or ADSs pursuant to the
Offer will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who sells ordinary
shares or ADSs pursuant to the Offer will recognize gain or loss for U.S. federal income tax purposes in an amount
equal to the difference, if any, between the amount of cash received and the holder’s adjusted tax basis in the ordinary
shares or ADSs. Gain or loss will be calculated separately for each block of ordinary shares or ADSs (that is, ordinary
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shares or ADSs acquired at the same cost in a single transaction). Assuming the ordinary shares or ADSs constitute
capital assets in the hands of the U.S. Holder (and that the Company is not a PFIC as discussed below), any gain or loss
will be long-term capital gain or loss, as the case may be, provided the U.S. Holder’s holding period for the ordinary
shares or ADSs is more than one year at the time of consummation of the Offer. Long-term capital gains of noncorporate taxpayers generally are taxable at preferential tax rates. Capital gains recognized on the disposition of
ordinary shares or ADSs held for one year or less will be treated as short-term capital gain, which generally is subject to
tax at ordinary income tax rates. The deductibility of capital losses is subject to limitations.
The U.S. dollar value of the amount of the SEK cash payment received by a U.S. Holder in respect of ordinary
shares will be determined by reference to the spot rate of exchange on the date of the sale pursuant to the Offer.
However, if the ordinary shares or ADSs are treated as traded on an “established securities market” and the U.S. Holder
is either a cash basis taxpayer or an accrual basis taxpayer that has made a special election (which election must be
applied consistently from year to year and cannot be changed without the consent of the IRS), the U.S. Holder will
determine the U.S. dollar value of the amount of the SEK cash payment received based on the spot rate of exchange on
the settlement date of the sale pursuant to the Offer. If a U.S. Holder is an accrual basis taxpayer and does not make this
special election, such U.S. Holder generally will recognize foreign currency gain or loss for U.S. federal income tax
purposes equal to the difference (if any) between the U.S. dollar values of the amount of the SEK cash payment
received determined by reference to the spot rates of exchange in effect on the date of the sale of ordinary shares or
ADSs and on the settlement date of the sale of ordinary shares or ADSs. Any such foreign currency gain or loss
generally will be treated as U.S. source ordinary income or loss and will be in addition to the gain or loss, if any, that
such U.S. Holder recognizes on the sale of ordinary shares or ADSs pursuant to the Offer.
A U.S. Holder will have a tax basis in SEK received in respect of ordinary shares equal to the U.S. dollar value
of the SEK on the date of receipt. If the SEK received are converted into U.S. dollars on the date of receipt, the U.S.
Holder generally should not be required to recognize foreign currency gain or loss. Gain or loss, if any, recognized by a
U.S. Holder on the sale or other disposition of SEK received on a date subsequent to receipt generally will be U.S.
source ordinary income or loss. A U.S. Holder should consult its own tax advisor regarding the tax treatment of foreign
currency gain or loss.
In addition, gain or loss recognized on the sale of ordinary shares or ADSs in the Offer generally will be U.S.
source gain or loss for U.S. foreign tax credit purposes.
Passive Foreign Investment Company Status. The above discussion assumes that the Company is not a passive
foreign investment company, or “PFIC”, for U.S. federal income tax purposes. Generally, the Company would be
classified as a PFIC with respect to a U.S. Holder if, during any year during such holder’s holding period, (a) the
average quarterly value of the Company’s gross assets that produce passive income or are held for the production of
passive income is at least 50.0% of the average quarterly value of the Company’s gross assets or (b) 75.0% or more of
the Company’s gross income is passive income (such as dividends, interest and certain rents and royalties). For
purposes of the foregoing tests, the Company will be treated as owning its proportionate share of the assets and earning
its proportionate share of the gross income of any corporation of which the Company owns, directly or indirectly, at
least 25.0% of the stock (by value). Neither GE nor GE’s counsel has made any determination as to the PFIC status of
the Company.
If the Company was a PFIC for any taxable year during which a U.S. Holder held its ordinary shares or ADSs,
certain potentially adverse U.S. federal income tax rules would apply to the sale of ordinary shares or ADSs pursuant to
the Offer. Among other things, the U.S. Holder generally would be subject to additional taxes and interest charges on
any gain realized on the sale of its ordinary shares or ADSs, regardless of whether the Company continues to be a PFIC.
In particular, to compute the U.S. federal income tax on any gain from the sale of its ordinary shares or ADSs, (a) the
gain would be allocated ratably to each day in the U.S. Holder’s holding period for its ordinary shares or ADSs, (b) the
amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Company
was a PFIC would be taxed as ordinary income in the current year, (c) the amount allocated to other taxable years would
be taxable at the highest applicable marginal U.S. federal income tax rate in effect for that year, and (d) an interest
charge (at the rate for underpayment of taxes for the periods described in (c) above) would be imposed with respect to
any portion of the gain that is allocated to such period.
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A U.S. Holder that has made a timely “mark-to-market” election with respect to its ordinary shares or ADSs
may avoid the imposition of the rules described above, provided the ordinary shares or ADSs are (and continue to be)
“marketable stock” for U.S. federal income tax purposes. Generally, the ordinary shares or ADSs will be considered
“marketable stock” as long as they are regularly traded (as determined for U.S. federal income tax purposes) on a
national securities exchange. U.S. Holders that have made (or are considering making) a mark-to-market election with
respect to their ordinary shares or ADSs are urged to consult their tax advisors.
The PFIC rules are complex and affected by various factors in addition to those described above. U.S. Holders
are urged to consult their tax advisors regarding the PFIC rules in connection with their potential disposition of ordinary
shares or ADSs pursuant to the Offer.
Additional Tax on Net Investment Income. Certain U.S. Holders that are individuals, estates or trusts whose
income exceeds certain thresholds and who have “net investment income” as defined by the Code may be subject to a
3.8% tax on unearned income, including, among other things, capital gains from the sale or taxable disposition of
ordinary shares or ADSs, subject to certain limitations and exceptions. U.S. Holders should consult their tax advisors
with respect to the potential application of this tax.
Non-U.S. Holders. Subject to the discussion below regarding backup withholding, a Non-U.S. Holder
generally will not be subject to U.S. federal income tax on any gain recognized on the sale of ordinary shares or ADSs
pursuant to the Offer, unless the gain is (i) recognized by a nonresident alien individual who is present in the United
States for 183 days or more in the taxable year of the sale and meets certain other conditions or (ii) effectively
connected with a trade or business of the Non-U.S. Holder in the United States (and, if an applicable income tax treaty
applies, is attributable to the Non-U.S. Holder’s permanent establishment in the United States). Non-U.S. Holders
whose gain is described in (i) or (ii) above should consult their tax advisors with respect to the U.S. federal income tax
consequences of tendering ordinary shares or ADSs (including in the case of (ii) the possible imposition of a 30.0%
U.S. federal branch profits tax).
Information Reporting and Withholding. Backup withholding, currently imposed at a rate of 28.0%, as well as
information reporting, may apply to cash received pursuant to the Offer. Backup withholding will not apply, however,
to a holder who:
•
in the case of a U.S. Holder, furnishes a correct taxpayer identification number (“TIN”) and certifies that it is
not subject to backup withholding on IRS Form W-9 or successor form;
•
in the case of a Non-U.S. Holder, furnishes an applicable IRS Form W-8 or successor form; or
•
is otherwise exempt from backup withholding and complies with other applicable rules and certification
requirements.
Backup withholding is not an additional tax and any amount withheld under the backup withholding rules may
be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund if required
information is timely furnished to the IRS. If a shareholder does not provide its correct TIN or fails to provide the
certifications described above, the IRS may impose a penalty on the shareholder and payment to the shareholder
pursuant to the Offer may be subject to backup withholding.
Certain Swedish Tax Consequences of the Offer
Below is a summary of certain Swedish tax issues related to the Offer for shareholders in the Company that are
not residents of Sweden for tax purposes. The summary is based on current legislation and is intended to provide
general information only. For example it does not address: (i) ordinary shares or ADSs held by partnerships or shares or
ADSs held as current assets in business operations, (ii) the specific rules on tax-exempt capital gains (including nondeductibility for capital losses) or dividends in the corporate sector that may be applicable when ordinary shares or
ADSs are considered to be held for business purposes (Sw. näringsbetingade andelar), (iii) the special rules that may
apply to securities in companies that are or previously have been closely held or securities that have been acquired by
means of so called “qualified shares” in closely held companies, and (iv) shares or other equity-related securities that
are held on a so called investment savings account (Sw. investeringssparkonto) and that are subject to special rules on
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standardized income, and (v) foreign companies which conduct business in Sweden through a permanent establishment
in Sweden, and (vi) foreign companies that have been domiciled in Sweden. Special tax rules apply to certain categories
of shareholders, including, for example, investment companies and insurance companies. The tax treatment of each
individual shareholder depends on such holder’s particular circumstances. Each shareholder should therefore consult a
tax advisor for information on the specific implications that may arise in an individual case, including the applicability
and effect of foreign rules and tax treaties for the avoidance of double taxation. Further, special tax rules apply to
certain categories of companies.
Shareholders not resident in Sweden for tax purposes. Shareholders not resident in Sweden for tax purposes –
which are not conducting business through a permanent establishment in Sweden – are normally not liable for capital
gains taxation in Sweden upon disposals of ordinary shares or ADSs. Shareholders may, however, be subject to taxation
in their state of residence or another foreign jurisdiction depending on their particular circumstances. According to a
special rule, private individuals not resident in Sweden for tax purposes are, however, subject to Swedish capital gains
taxation upon disposals of ordinary shares or ADSs, if they have been residents of Sweden or have had a habitual abode
in Sweden at any time during the calendar year of disposal or the ten calendar years preceding the year of disposal. In a
number of cases though, the applicability of this rule is limited by the applicable tax treaty for the avoidance of double
taxation.
The foregoing discussion is based on the law in effect on the date of this Offer to Purchase and does not
purport to be a complete summary of the potential tax consequences of the Offer. We strongly urge you to
consult your tax advisors as to the specific tax consequences to you of the Offer, including the applicability and
effect of Swedish, U.S. federal, state, local, non-U.S. and other tax laws in your particular circumstances.
Nothing in this Offer to purchase is intended to be, or should be construed as, tax advice.
7.
Price Range of Shares; Dividends.
The ordinary shares are listed and traded on Nasdaq Stockholm under the symbol “ARCM”. The following
table sets forth for the periods indicated the high and low sales prices per ordinary share on Nasdaq Stockholm, as
reported in published financial sources:
High
Low
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
SEK 311.5
SEK 228.0
SEK 245.0
SEK 196.5
SEK 177.0
SEK 130.0
SEK 156.5
SEK 130.0
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
SEK 194.0
SEK 171.5
SEK 151.0
SEK 191.5
SEK 143.5
SEK 128.0
SEK 92.3
SEK 143.3
2016
First Quarter
Second Quarter
Third Quarter (through September 5, 2016)
SEK 195.0
SEK 227.5
SEK 225.0
SEK 135.5
SEK 164.0
SEK 151.5
On September 5, 2016, the last full trading day before the public announcement of the Offer, the closing price
of the ordinary shares reported on Nasdaq Stockholm was SEK 186 per ordinary share. Before deciding whether to
tender your ordinary shares or ADSs in this Offer, you should obtain a current market quotation for the
ordinary shares.
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The Company has not paid any dividend during the past five year period. According to the Company, its board
of directors’ intention is that dividends should reflect the Company’s long-term earnings trend and capital requirements
and any surplus funds will be reinvested in the business to finance the Company’s continued growth.
8.
Compulsory acquisition and De-listing.
The ordinary shares of the Company are currently listed on Nasdaq Stockholm. In the event that GE, whether
in connection with the Offer or otherwise, obtains more than ninety per cent of the ordinary shares of the Company
(including ADSs representing ordinary shares), GE intends to commence a compulsory acquisition procedure under the
Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining outstanding ordinary shares in the
Company. In connection therewith, GE intends to seek a de-listing of the Company shares from Nasdaq Stockholm.
Under the Swedish Companies Act, a shareholder who, alone or together with one or more subsidiaries, holds
more than nine-tenths of the shares (excluding the target company’s treasury shares) in the target company (the majority
shareholder) is entitled to buy-out the other shareholders of the target company (the minority shareholders). Also, the
minority shareholders are entitled to require the majority shareholder to purchase their shares. Set forth below is a brief
summary of such procedure.
•
Initiation of proceedings. Where a majority shareholder wishes to buy-out all outstanding shares in a subsidiary
and an agreement with the minority shareholders cannot be reached thereon (for example, when not all
shareholders have accepted a public offer), the majority shareholder initiates the buy-out procedure by sending a
letter to the target company’s board requesting that the dispute be resolved by arbitrators.
•
Arbitral tribunal. The arbitral tribunal consists of three arbitrators. The majority shareholder appoints one
shareholder and the minority shareholders (normally represented by a trustee appointed by the Swedish
Companies Registration Office in a buy-out procedure following a public offer on a listed company) appoint
one arbitrator. The two arbitrators appoint the third arbitrator and chairman of the arbitral tribunal.
•
Advance vesting of title to the shares. Where there is a dispute regarding the amount of the purchase price, the
majority shareholder may request advance vesting of title to the minority shareholders’ shares, which will be
granted in a separate award if:
o
the parties agree on the existence of a right to compulsory acquisition or it is otherwise clear that such a
right exists; and
o
the majority shareholder provides satisfactory security for the future purchase price of the shares,
including interest.
Advance vesting of title means that the majority shareholder is entitled to exercise any rights carried by the
shares even though the buy-out procedure has not been finally settled. Thus, the minority shareholders lose their status
as shareholders and instead receive a claim on the majority shareholder, the amount of which initially is not fixed. The
arbitral tribunal may also issue a separate award in respect of advance payment of the purchase price to the minority
shareholders. In such a case, the preliminary purchase price to be paid in advance shall be set to an amount
corresponding to the price which has been accepted by the majority shareholder, that is, normally a price corresponding
to the offered consideration.
Purchase price and interest. After the issues of advance vesting of title to the minority shareholders’ shares
and advance payment of the purchase price have been resolved, the proceedings continue with the exchange of
submissions regarding the final amount of the purchase price and the calculation of interest. Where a public offer has
been made to acquire all shares not already held by the majority shareholder and such an offer was accepted by holders
of more than nine-tenths of the shares to which the offer relates, the purchase price for the remaining shares will be the
equivalent of the value of the offer consideration, unless special cause otherwise dictates. If such a special cause applies,
the purchase price shall as a general rule reflect the market value of the shares at the time of the initiation of the
compulsory acquisition procedure. The minority shareholders are also entitled to interest on the purchase price.
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9.
Certain Information Concerning the Company.
The information provided in this Section 9 – Certain Information Concerning the Company has been extracted
from the Company’s website and other information made public by the Company.
Business Description
The Company is a Swedish limited liability company with its principal executive offices located at Krokslätts
Fabriker 27A, SE-431 37 Mölndal, Sweden.
Founded in 1997 and inventor of the proprietary EBM®-technology, the Company is today a leading supplier
in metal Additive Manufacturing. The Company provides Electron Beam Melting (EBM®) systems through Arcam
Aktiebolag (publ) in Sweden, powder metals through AP&C in Canada and implant contract manufacturing through
DiSanto in the U.S. In addition to the three manufacturing sites, the Arcam group operates sales and support entities in
the United States, United Kingdom, Italy Germany and China. The Company’s EBM® systems are a hub in the
offering to the market with metal powders and contract manufacturing being important supplementary products,
broadening the offering to the market and providing recurring sales. Customers include major orthopaedic companies
as well as most of the leading companies in the aerospace industry.
In 2015, the Company had a turnover of SEK 576 million and EBIT of SEK 50 million.
Two distinct target groups. The Company manages the implant and aerospace businesses through its own sales
organizations in the United States, the United Kingdom, Italy, China and the Nordic region, as well as through agents in
Asia and the rest of Europe. For these target groups, the Company offers:
•
EBM® systems. Machinery for Additive Manufacturing production using proprietary and patented EBM®
technology (Electron Beam Melting), as well as servicing, training and supplies.
•
Metal powder. Metal powder for both EBM® and laser-based additive manufacturing equipment, as well as
for other powder metallurgy applications.
•
Contract manufacturing. Contract manufacturing of orthopaedic implants using both EBM® technology and
CNC machinery.
The sales process – EBM® systems. Every sale of a system is unique since the customer has special
requirements and wishes. The customer makes a thorough evaluation of the technology. This may be through the
Company receiving an assignment to produce a specific part for evaluation or, the active participation of the customer in
the use of an EBM® system. The sales process from first contact to order normally takes six to twelve months.
History of the Company
•
2015. 50 systems were delivered, with 58 systems ordered. Expansion of the facility in Mölndal by 1,500 sqm
of production space and a demo and application center. Expansion of AP&C with three new powder reactors
for a total capacity of approximately 250 tons. New sales and service office in Warwick, United Kingdom and
in Woburn, MA, United States. Net sales were SEK 576.1 million, with operating profit of SEK 50.2 million.
•
2014. 35 systems were delivered. Orders received amounted to 42 systems. The Group developed and grew
sharply. Contract manufacturer DiSanto in the US was acquired. Net sales SEK 339.0 million. Operating profit
SEK 21.7 million.
•
2013. The order intake amounted to 27 systems and the Company delivered 25 systems. A strategic
partnership agreement designed to enhance knowledge and acceptance of Additive Manufacturing was entered
with DiSanto, a U.S. contract manufacturer of orthopaedic implants. The Company secured its ability to deliver
titanium powder by acquiring AP&C, a Canadian metal powder manufacturer. New system platforms, the
Arcam Q10 and Q20, respectively, were introduced. Sales increased to SEK 199.4 million, yielding an
operating profit of SEK 14.5 million.
-25-
•
2012. The Company delivered 15 systems, including eight to existing customers. Aerospace sales increased.
The order intake amounted to 24 systems, including six from universities/research institutes. 14 systems were
ordered by the aerospace industry, three by the implant industry and one by a contract manufacturer. The
organization continued to expand by five individuals to a total of 50 employees. Sales increased to SEK 139.1
million and an operating profit of SEK 14.5 million was reported.
•
2011. The Company delivered 14 systems, including three to existing customers. Aerospace sales increased.
The order intake amounted to five systems from universities/research institutes, including two connected to the
aerospace industry and one to the implant industry. Three systems were sold to the aerospace industry, four
directly to the implant industry. Sales increased to SEK 107.7 million and an operating profit of SEK 4.6
million was reported.
Business concept
The Company develops and manufactures Electron Beam Melting machines and services for Additive
Manufacturing using metal. Marketing is focused on the implant and aerospace industries. The Company produces
industrial 3D printers through Arcam Aktiebolag (publ) in Mölndal, metal powder through its subsidiary AP&C in
Canada and advanced orthopaedic implants through its subsidiary DiSanto in the United States.
Vision
The Company changes the manufacturing industry by introducing Electron Beam Melting and new products
for Additive Manufacturing. In the long term, the Company’s products will become a natural element of the machinery
in manufacturing industrial companies.
Market goals
•
To strengthen the Company’s position in Additive Manufacturing by using the Company’s broad offering to
the market.
•
To develop the global organization, in order to work effectively close to the Company’s customers’ business
and develop as their needs evolve.
•
In the long term, to be a leading supplier to the aerospace and implant industries.
Technology goals
•
To industrialize the Company’s offering, providing the robust production processes that the industry demands.
•
To continuously improve the productivity of EBM® technology to reach new applications in the implant
and aerospace industries.
•
To streamline powder manufacturing and lead the way to lower powder costs and thereby reach broader areas
of application.
10. Certain Information Concerning GE, GE Aviation and Parent.
Parent is a public company incorporated in New York with its registered office at 41 Farnsworth Street,
Boston, Massachusetts 02210, United States. The telephone number of Parent is +1 (617) 443-3000. Parent’s common
stock is listed on the New York Stock Exchange, its principal market. It is also listed on certain non-U.S. exchanges,
including the London Stock Exchange, Euronext Paris and the Frankfurt Stock Exchange.
Parent was founded in 1879 and operates today in the following business segments: Aviation, Renewable
Energy, Lighting, Energy Connections, Healthcare, Oil & Gas, Power, Digital, Transportation, as well as Capital. Parent
has locations in more than 180 countries with approximately 333,000 employees worldwide as of year-end 2015.
Parent’s total revenues in 2015 amounted to $117.4 billion with continuing operation earnings of $13.1 billion. Parent’s
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industrial margin in 2015 was 15.3 per cent. During the second quarter of 2016, Parent’s total revenues amounted to $
33.5 billion, Parent’s continuing operation earnings amounted to USD 3.3 billion and Parent’s industrial margin was
16.1 per cent.
GE Aviation, an operating unit of the GE Group, is a leading provider of jet and turboprop engines and
components, integrated digital, avionics, electrical power and mechanical systems for commercial, military, business
and general aviation aircraft. GE Aviation has a global service network to support these offerings.
GE is a Swedish limited liability company and an indirect wholly-owned subsidiary of Parent. GE is
domiciled in Stockholm, Sweden, and its registered address is Vendevägen 89, SE-182 32 Danderyd, Sweden. GE was
registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on August 16, 2016. GE has never
conducted and at present does not conduct any business and its principal business purpose is to make the Offer and take
all actions to complete the Offer and operate as parent of the Company.
The name, citizenship, business address, business phone number, present occupation or employment and past
material occupation, positions, offices or employment for at least the last five years for each director of Parent and the
name, citizenship, business address, business phone number, present principal occupation or employment and past
material occupation, positions, offices or employment for at least the past five years of each of the executive officers of
Parent and certain other information are set forth in Schedule I hereto.
Except as described in this Offer to Purchase, at the time of the initial announcement of the Offer in Sweden,
none of Parent, GE, any associate or majority owned subsidiary of Parent or GE or, to our knowledge, any of the
persons listed in Schedule I to this Offer to Purchase beneficially owns or has any right to acquire, directly or indirectly,
any ordinary shares and ADSs or has effected any transaction in the ordinary shares or ADSs during the past 60 days.
Except as otherwise described in this Offer to Purchase, none of Parent, GE or, to our knowledge, any of the
persons listed in Schedule I to this Offer to Purchase has any contract, arrangement, understanding or relationship with
any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits
or loss or the giving or withholding of proxies.
Except as set forth in this Offer to Purchase, there have been no negotiations, transactions or material contacts
between Parent or any of its subsidiaries or any of the persons listed in Schedule I to this Offer to Purchase, on the one
hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender
offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets
during the past two years. None of Parent, GE or any of the persons listed in Schedule I has, during the past five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to
any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities
subject to, Federal or state securities laws, or a finding of any violation of Federal or state securities laws.
Available Information. Parent is subject to the information reporting requirements of the Exchange Act and, in
accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating
to its business, financial condition and other matters. Such reports, proxy statements and other information, can be
inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C.
20549-0213. Information regarding the public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. Parent’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov).
11. Source and Amount of Funds. GE estimates that the total amount of funds required to purchase ordinary
shares and ADSs pursuant to the Offer and to pay related fees and expenses will be approximately SEK 6,047 million.
Parent has committed to provide, or cause to be provided, to GE sufficient funds to acquire ordinary shares and ADSs
pursuant to the Offer. Parent has available the necessary funds to satisfy these obligations from cash on hand and
existing credit facilities.
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The Offer is not conditioned on GE’s or Parent’s ability to finance the purchase of ordinary shares and
ADSs pursuant to the Offer.
GE and Parent do not believe GE’s or Parent’s financial condition is relevant to the decision of holders of
ordinary shares and ADSs concerning whether to tender ordinary shares and ADSs and accept the Offer because:
•
the Offer consideration consists solely of cash; and
•
the Offer is not conditioned on GE’s or Parent’s ability to finance the purchase of the ordinary shares and
ADSs pursuant to the Offer.
12. Background of the Offer.
The following chronology summarizes the key meetings, conversations and events between GE Aviation, a
business unit of Parent, and its representatives and the Company and its representatives that led to the Offer. This
chronology covers only key events leading up to the Offer and does not purport to catalogue every conversation
between representatives of GE Aviation, the Company and other parties.
As part of its normal strategic planning process, Parent and its various business units and subsidiaries regularly
evaluate opportunities to expand their respective businesses and product offerings through acquisitions. As part of this
process, GE Aviation identified the Company as presenting a potential strategic opportunity to accelerate its expansion
into additive manufacturing.
On May 23, 2016, GE Aviation and the Company entered into a confidentiality agreement.
On May 27, 2016, senior executives of GE Aviation, including Mr. Sanjay Correa, Vice President of
Industrialization, and Mr. Robert Griggs, Business Development, met with Mr. Magnus René, the Company’s Chief
Executive Officer, to discuss GE Aviation’s interest in exploring additional opportunities for manufacturing for GE
Aviation.
On June 1, 2016, GE Aviation engaged Gernandt & Danielsson Advokatbyrå KB to serve as GE Aviation’s
Swedish legal counsel in connection with the potential acquisition.
In June, ongoing correspondence and discussions took place between GE Aviation and the Company to set up
an in-person meeting among senior leadership of GE Aviation and the Company in London.
On July 18, 2016, GE Aviation engaged Morgan Stanley & Co. LLC and its affiliates to serve as GE
Aviation’s financial advisor in connection with the potential acquisition.
Between July 12, 2016 and July 28, 2016, members of the board of directors and management of the Company
and representatives of GE Aviation had various meetings and telephone calls to discuss GE Aviation’s interest to make
an offer to acquire the Company.
At its regularly scheduled meetings on July 28 and 29, 2016, the board of directors of Parent considered GE
Aviation’s potential acquisition of the Company and authorized GE Aviation’s management to make an offer to acquire
the Company, subject to satisfactory completion of due diligence.
On August 2, 2016, Mr. David Joyce, Chief Executive Officer of GE Aviation, Mr. Michael McAlevey, Mr.
John Godsman, Mr. Griggs and Mr. Greg Morris met in person in London, United Kingdom with representatives of the
Company including Mr. Göran Malm, Mr. René, Mr. Johan Brandt and Mr. Lars Bergström to provide an indication of
interest from GE Aviation, to acquire the Company. GE Aviation’s indication of interest was based solely on publicly
available information about the Company and was subject to, among other things, satisfactory completion of a limited
confirmatory due diligence to review certain business, financial and legal information relating to the Company.
On August 6, 2016, Mr. Malm sent a letter to GE Aviation responding to GE Aviation’s indication of interest.
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On August 9, 2016, Mr. McAlevey, Mr. Godsman and Mr. Griggs had a call with Mr. Malm to discuss and
finalize GE Aviation’s preliminary valuation of the Company and to negotiate the offer purchase price. At this meeting,
Mr. Malm also communicated the Company’s board of directors’ decision to allow GE Aviation to proceed with due
diligence of the Company.
On August 12, 2016, GE Aviation engaged Sidley Austin LLP to serve as GE Aviation’s U.S. legal counsel in
connection with the potential acquisition.
On August 18, 2016, GE Aviation and its representatives were granted access to the Company’s virtual
dataroom and began due diligence review of the Company.
Between August 20, 2016, and August 21, 2016, GE Aviation conducted management meetings with the
Company and its representatives in Stockholm, Sweden, including with Mr. René and Mr. Brandt. Between
August 21, 2016 and August 29, 2016, representatives of GE Aviation discussed various due diligence matters and
regulatory approvals with representatives of the Company.
GE Aviation completed its due diligence of the Company on August 29, 2016, and Mr. McAlevey confirmed
to the Company a proposed offer purchase price of SEK 270 per share.
On August 31, 2016, the board of directors of the Company called representatives of GE Aviation to discuss its
recommendation to shareholders and price of the Offer. Mr. Malm indicated to Mr. McAlevey that the Company would
consider the proposed offer further and would revert with a counter-proposal on price on September 1, 2016.
On September 1, 2016, the board of directors of the Company rejected the proposed offer price of SEK 270.
Negotiations between the parties on price continued throughout that day.
On September 2, 2016, GE Aviation and the board of directors of the Company agreed on a purchase price of
SEK 285 per share, together with an unanimous recommendation by the board of directors of the Company to support
the proposed offer.
On September 2, 2016, the board of directors of Parent approved the proposed Offer and the purchase price of
SEK 285 per share, subject to completion of customary preparatory actions.
On September 6, 2016, GE Aviation announced its offer to acquire all of the outstanding ordinary shares of the
Company, including ADSs, as set forth in a press release announcing the Offer.
13. Purpose of the Offer.
GE Aviation, an operating unit of the GE Group, believes additive manufacturing is the next step in the GE
Group’s development as a Digital Industrial company. The Company is a respected player in the additive space as the
inventor of EBM® technology (Electron Beam Melting). The Company’s strategy and offerings align to GE Aviation’s
vision of building its own expertise and capabilities in additive manufacturing to serve customers in the global industrial
community, by providing greater productivity and enabling lower manufacturing cost.
The GE Group is committed to growing the Company’s business, and plans to retain and expand the
Company's current customer base. The GE Group will provide resources and technologies to further develop the
Company’s technology, expand its business, and to market and sell its products and services.
GE intends to maintain the Company’s current operations and locations. GE believes the locations of all of the
Company’s operations provide strong business, operating and engineering talent as well as government and community
support. Parent plans to retain and develop the Company’s current and valuable management and employees. Parent
further desires to amplify the speed and energy of Parent’s entrepreneurial culture with Parent’s world-class engineering
and operational capabilities.
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14. Conditions of the Offer.
Notwithstanding any other term of the Offer, GE will not be required to pay for any ordinary shares and ADSs
tendered pursuant to the Offer unless the following conditions have been satisfied or waived, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to GE’s
obligation to pay for or return tendered ordinary shares and ADSs promptly after the termination or withdrawal of the
Offer). The Offer is conditional on:
(a)
the Offer being accepted by shareholders to an extent such that their shares, together with
any shares owned by GE, represent more than ninety per cent of the outstanding shares on a fully diluted basis;
(b)
with respect to the Offer and the completion of the acquisition of the Company (i) the receipt
of all necessary regulatory, governmental or similar clearances, approvals and decisions and the resolution of
any investigations of or proceedings challenging the transaction, including from competition authorities, in
each case on terms which, in GE’s opinion, are acceptable and (ii) no proceedings challenging or seeking to
restrain, limit or prohibit the transaction are pending or are threatened;
(c)
no other party announcing an offer to acquire shares in the Company on terms that are more
favorable to the shareholders of the Company than the Offer;
(d)
neither the Offer nor the acquisition of the Company being wholly or partly prevented or
materially adversely affected by any legislation or other regulation, any decision of court or public authority, or
similar circumstance which is actually, or can reasonably be anticipated to be, outside the control of GE and
which GE could not reasonably have foreseen at the time of announcement of the Offer;
(e)
no circumstances, other than any circumstances that GE had knowledge of, or could have
reasonably anticipated at the time the Offer was announced, having occurred that have or could be reasonably
expected to have a material adverse effect upon the Company’s sales, profit, liquidity, equity or assets;
(f)
no information made public by the Company or disclosed by the Company to GE being
materially inaccurate, incomplete or misleading, and the Company having made public all information which
should have been made public by it; and
(g)
the Company not taking any measures that typically are intended to impair the prerequisites
for the implementation of the Offer.
We expect that condition (g) above could be interpreted in light of Chapter 5, Section 1 of the Swedish Stock
Market (Takeover Bids) Act (Sw. Lag om offentliga uppköpserbjudanden på aktiemarknaden). This regulation
provides that when the board or the managing director of a Swedish publicly traded company has well-founded reason
to believe that a party, based on information originating from such party, intends to launch a takeover offer, the
company is only entitled to take measures which are “intended to impair the conditions for the launching or
implementation of the offer” if such measures are approved by a resolution adopted by the general meeting of
shareholders. Measures which would typically fall under the prohibition (according to the preparatory works to the
Stock Market Act) would for example be for a company to resolve on a directed issue of new shares, to acquire its own
shares or to acquire or assign assets.
The foregoing conditions are for the sole benefit of GE, and GE expressly reserves the right (in its sole
discretion) to waive, in whole or in part, at any time and from time to time in its sole discretion at or prior to the
expiration of the Offer any Offer Condition.
Under Nasdaq Stockholm’s rules regarding public offers on the stock market (1 February 2015) (the “Takeover
Rules”), the total acceptance period, including any extension thereof, may not exceed three months or, if official
authorization or clearance is pending, nine months. However, the Swedish Securities Council may, at the request of GE,
grant an exemption from such time limit.
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GE reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not
satisfied or cannot be satisfied. With respect to conditions (b) through (g) above, the Offer may only be withdrawn
provided that the non-satisfaction of such condition is of material importance to GE’s acquisition of shares in the
Company. The failure by GE at any time to assert any of the foregoing rights will not constitute a waiver of any such
right.
15. Other Transactions between the Company or its Subsidiaries and GE or its Affiliates.
GE Avio S.r.l., a subsidiary of Parent operating within GE Aviation, has been purchasing EBM® machinery
from the Company. Since 2015, GE Avio S.r.l. has made payments to the Company for machinery, tooling equipment
and support services in the approximate amount of 2,236,000 Euros, and has placed additional orders in the amount of
2,000,000 Euros for each of 2017 and 2018.
16. Certain Legal Matters; Regulatory Approvals.
General. Except as otherwise set forth in this Offer to Purchase, based on our examination of publicly
available information filed by the Company, we are not aware of (i) any licenses or other regulatory permits that appear
to be material to the business of the Company and that might be adversely affected by the acquisition of ordinary shares
and ADSs by us pursuant to the Offer or (ii) any approval or other action by any governmental authority that would be
required for the acquisition or ownership of ordinary shares and ADSs by us pursuant to the Offer. In addition, we are
not aware of any filings, approvals or other actions by or with any governmental authority that would be required for
our acquisition or ownership of the ordinary shares and ADSs. Our obligation under the Offer to accept for payment
and pay for ordinary shares and ADSs is subject to the conditions set forth in Section 14 — Conditions of the Offer.
Swedish Laws and Takeover Rules. The Offer and any tender, purchase, acceptance or delivery of ordinary
shares or Ads will be principally governed and construed in accordance with applicable Swedish and U.S. laws. The
Takeover Rules, the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and
application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s rulings regarding
interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s (Sw. Näringslivets
Börskommitté) former rules on public offers, are applicable to the Offer.
In addition, GE has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag
(2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on September 5, 2016 undertaken towards Nasdaq
Stockholm to comply with the Takeover Rules, the Swedish Securities Council’s rulings regarding interpretation and
application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s rulings regarding
interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s former rules on
public offers, and submit to the sanctions that Nasdaq Stockholm may decide upon in event of infringement of the
Takeover Rules.
GE informed the SFSA about the Offer and the above mentioned undertaking on September 6, 2016.
Anti-trust clearances. This Offer is subject to merger control approval by the Austrian Federal Competition
Authority. Within four weeks from the receipt of a complete notification, the Federal Competition Authority or the
Federal Prosecutor (together the “Amstparteien”) must file a request to the Vienna Appellate Court as Cartel Court for
the opening of a Phase II investigation. If the four-week period elapses without a Phase II request being filed by an
Amstspartei, closing is no longer barred. The Phase I review period can be extended by an additional two weeks at the
request of the parties, to give additional time to offer and negotiate remedies without necessitating a Phase II
investigation. The Austrian Federal Cartel Court must issue its decision within five months from the date of receipt of
the first application to open Phase II. The Phase II review period can be extended to six months at the request of the
parties. GE will seek to obtain the necessary clearance prior to the end of the acceptance period.
Appraisal Rights. No appraisal or dissenter’s rights are available to holders of ordinary shares in connection
with the Offer.
-31-
Legal Proceedings. To the knowledge of GE and Parent, as of September 5, 2016, there is no pending
litigation against GE, Parent or the Company in connection with the Offer.
17. Fees and Expenses. We have retained Innisfree M&A Incorporated and its wholly-owned subsidiary,
Lake Isle M&A Incorporated, to act as the Information Agent in the United States, Svenska Handelsbanken AB to act as
the Swedish Settlement Agent and Computershare Trust Company, N.A. to act as the U.S. Settlement Agent in
connection with the Offer. The Information Agent may contact holders of ordinary shares and ADSs by mail, telephone
and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominees to
forward materials relating to the Offer to beneficial owners. The Swedish Settlement Agent and U.S. Settlement Agent
have not been retained to make solicitations or recommendations in their roles as settlement agent. The Information
Agent, the Swedish Settlement Agent and the U.S. Settlement Agent each will receive reasonable and customary
compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal
securities laws.
We will not pay any fees or commissions to any broker or dealer or any other person (other than the
Information Agent, the Swedish Settlement Agent and the U.S. Settlement Agent) for soliciting acceptances of ordinary
shares and ADSs pursuant to the Offer.
18. Miscellaneous.
No person has been authorized to give any information or make any representation on behalf of GE or
Parent not contained in this Offer to Purchase, the Acceptance Form or the ADS Letter of Transmittal and, if
given or made, such information or representation must not be relied upon as having been authorized.
GE Sweden Holdings AB
September 6, 2016
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
The name, current principal occupation or employment and material occupations, positions, offices or
employment during at least the past five years of each director and executive officer of Parent are set forth below. The
business address and telephone number of each director and executive officer of Parent is 41 Farnsworth Street, Boston,
Massachusetts 02210, United States and +1 (617) 443-3000 respectively. All of the individuals listed below are citizens
of the United States of America other than W. Geoffrey Beattie and Andrea Jung, who are citizens of Canada, Sébastien
M. Bazin, who is a citizen of France and Marijn E. Dekkers, who is a dual citizen of the Netherlands and the United
States.
Name
Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
Sébastien M. Bazin
Chairman and CEO, Accor, Paris, France. Director of Parent since 2016
Mr. Bazin, 54, has served as the Chairman and CEO of Accor Hotels since 2013. He
served as CEO of Europe Colony Capital, a private investment firm (1997–2013) and
Group Managing Director, CEO and General Manager of Immobiliere Hoteliere
(1992–1997). Mr. Bazin began his career in 1985 in US finance sector, becoming Vice
President, M&A, at PaineWebber.
W. Geoffrey Beattie
Chief Executive Officer, Generation Capital. Director of Parent since 2009.
Mr. Beattie, 55, has served as the Chief Executive Officer of Toronto-based Generation
Capital since 2013. He previously served as CEO of The Woodbridge Company, a
multinational Canadian company that is the majority shareholder of Thomson Reuters,
a large information/technology company (1998–2012) and was Deputy chairman of
Thomson Reuters (2000–2013). Mr. Beattie was a Partner at Toronto law firm Torys
prior to joining The Woodbridge Company.
Senior Vice President & Chief Financial Officer of Parent
Mr. Bornstein, 51, has served in his current role since 2013 and previously served as
Chief Financial Officer of GE Capital and Senior Vice President of Parent.
Jeffrey S. Bornstein
John J. Brennan
Chairman, Board of Governors of the Financial Industry Regulatory Authority
(FINRA); Chairman Emeritus and Senior Advisor, The Vanguard Group, Inc.,
Malvern, Pennsylvania. Director of Parent since 2012.
Mr. Brennan, 61, was elected Chairman of the Board of Governors of FINRA in July
2016; he previously served as Chairman and CEO of Vanguard (CEO 1996–2008;
Chairman 1998–2009) and CFO and President of Vanguard (joined in 1982).
Elizabeth J. Comstock
Vice Chairman, Business Innovations of Parent
Ms. Comstock, 56, was elected Vice Chairman in September 2015; she previously
served as GE’s chief marketing and commercial officer (2008-2015); as President of
Integrated Media at NBC Universal (2006-2008). In 2003 Ms. Comstock was named
the Company’s first chief marketing officer in more than 20 years. Previously, Ms.
Comstock held a succession of roles at GE, NBC, CBS and Turner Broadcasting.
Francisco D’Souza
Chief Executive Officer, Cognizant Technology Solutions Corporation, Teaneck, New
Jersey. Director of Parent since 2013.
Mr. D’Souza, 47, has served as CEO of Cognizant Technology Solutions Corporation
since 2007; he previously also held the title of President of Cognizant (2007–2012) and
COO (2003–2006); he co-founded Cognizant in 1994 and previously held various roles
at Dun & Bradstreet.
-33-
Name
Marijn E. Dekkers
Alexander Dimitrief
Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
Chairman of the Board, Unilever, The Netherlands. Director of Parent since 2012.
Mr. Dekkers, 58, has served as the Chairman of the Board of Unilever since April
2016; he previously served as Chairman of the Management Board of Bayer (20102016); Interim CEO of Bayer Healthcare (2010), President and CEO at Thermo
Electron Corporation (later renamed Thermo Fisher Scientific) (2002–2009) and COO
of Thermo Electron Corporation (2000–2002). Mr. Dekkers previously worked at
Allied Signal (subsequently Honeywell).
Senior Vice President, General Counsel & Secretary of Parent
Mr. Dimitrief, 57, was named Senior Vice President & General Counsel of Parent on
November 1, 2015. Mr. Dimitrief joined GE in February 2007 as Vice President for
Litigation & Legal Policy and was promoted to Vice President & General Counsel of
GE Energy in November 2010. Mr. Dimitrief was named Senior Vice President &
General Counsel of GE Capital in November 2012.
Jan R. Hauser
Vice President, Controller & Chief Accounting Officer of Parent
Ms. Hauser, 57, was named Vice President, Controller & Chief Accounting Officer for
Parent in 2013; prior to joining Parent, she served as a partner, Accounting Services,
National Professional Services Group at PricewaterhouseCoopers LLP.
Peter B. Henry
Ninth Dean and William R. Berkley Professor of Economics & Finance, NYU's Stern
School of Business, New York. Director since 2016.
Mr. Henry, 46, was named Dean of NYU’s Stern School of Business in 2010;
previously he was the Konosuke Matsushita Professor of International Economics at
Stanford University’s Graduate School of Business (2008–2010). Mr. Henry joined
Stanford University in 1997 and held various positions. Mr. Henry was also a Rhodes
Scholar and prominent writer in the field of economics, international finance and
emerging markets. Mr. Henry is currently on the board of directors of Citigroup.
Susan Hockfield
President Emerita of the Massachusetts Institute of Technology, Cambridge,
Massachusetts. Director of Parent since 2006.
Dr. Hockfield, 64, served as President of MIT (2004–2012), Provost at Yale University
(2003–2004), Dean at Yale Graduate School of Arts & Sciences (1998–2002) and
Faculty member at Yale University (1985–2004). Dr. Hockfield was previously a
member of the scientific staff at the Cold Spring Harbor Laboratory and is a leading
research neuroscientist.
Jeffrey R. Immelt
Chairman of the Board and Chief Executive Officer of Parent, Fairfield, Connecticut.
Director of Parent since 2000.
Mr. Immelt, 60, was named Chairman and CEO of Parent in 2001; he previously
served as Senior Vice President, Parent, and President and CEO of GE Medical
Systems (1996–2000) and VP, Parent, and general manager, GE Plastics Americas
(1993–1996). Mr. Immelt joined Parent in 1982 in corporate marketing and held a
series of leadership positions with GE Plastics in sales, marketing and global product
development.
Andrea Jung
President and Chief Executive Officer, Grameen America, New York, New York.
Director of Parent since 1998.
Ms. Jung, 57, has served as President and CEO of Grameen America, a non-profit
microfinance organization, since 2014; she previously served as Chairman and CEO of
Avon Products (CEO 1999–2012; Chairman 2001–2012). Ms. Jung joined Avon in
1994 and previously served as EVP, Neiman Marcus, and SVP, I. Magnin.
-34-
Name
Robert W. Lane
Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
Former Chairman of the Board and Chief Executive Officer, Deere & Company,
Moline, Illinois. Director of Parent since 2005.
Mr. Lane, 66, served as Chairman and CEO of Deere (CEO 2000–2009; Chairman
2000–2010) and was previously COO and CFO at Deere. Mr. Lane joined Deere in
1982 after career in global banking and served in leadership positions in its global
construction equipment and agricultural divisions and at Deere Credit.
Rochelle B. Lazarus
Chairman Emeritus of the Board and former Chief Executive Officer, Ogilvy & Mather
Worldwide, New York, New York. Director of Parent since 2000.
Ms. Lazarus, 68, served as Chairman and CEO of Ogilvy & Mather (CEO 1996–2008;
Chairman 1997–2012) and President and COO, Ogilvy & Mather (1995–1996). Ms.
Lazarus joined Ogilvy & Mather in 1971 and served in leadership positions in its US
direct marketing business and its New York and North American operations.
Lowell C. McAdam
Chairman and CEO, Verizon Communications. Director of Parent since 2016.
Mr. McAdam, 61, has served as Chairman of Verizon Communications since 2012,
and as Chief Executive Officer since 2011; he previously served as President and COO
of Verizon (2010–2011) and held key executive positions at Verizon Wireless,
including president and CEO (2000–2010). Mr. McAdam was President and CEO,
PrimeCo Personal Communications (1997–2000) and held various executive positions
at AirTouch Communications and Pacific Bell.
James J. Mulva
Chairman of the Board and Chief Executive Officer, ConocoPhillips, Houston, Texas.
Director of Parent since 2008.
Mr. Mulva, 69, served as Chairman, President and CEO of ConocoPhillips (President
and CEO 2002–2012; Chairman 2004–2012). Mr. Mulva, previously served in various
leadership positions at Phillips Petroleum, including CFO, chairman and CEO.
Senior Vice President, Human Resources.
Susan P. Peters
John G. Rice
James E. Rohr
Mary L. Schapiro
Ms. Peters, 63, has served as SVP, Human Resources since 2013. She previously
served as Vice President, Executive Development and Chief Learning Officer (20072013). Ms. Peters first joined the Parent in 1979, and has held roles of increasing
responsibility since that time.
Vice Chairman, President & Chief Executive Officer, GE Global Growth
Organization.
Mr. Rice, 59, has led the Parent’s global operations since 2010; he joined the Parent in
1978 and has several leadership positions, including Vice Chairman, President & CEO
of GE Technology Infrastructure (2007-2010), Vice Chairman and CEO, Industrial and
Infrastructure Businesses (2005-2007), President & CEO, GE Energy (2000-2005), and
President & CEO, GE Transportation (1997-2000).
Former Chairman and Chief Executive Officer, PNC Financial Services Group.
Director of Parent since 2013.
Mr. Rohr, 67, previously served as Chairman (2001-2014) and CEO (2000-2013) of
PNC Financial Services Group; he joined PNC in 1972 and also served in various
management and leadership positions, including Vice Chair, President and Chief
Operating Officer.
Vice Chair, Advisory Board, Promontory Financial Group. Director of Parent since
2013.
Ms. Schapiro, 60, has been an advisor to Promontory since 2013. From 2009 to 2013,
she was the 29th Chairman of the U.S. Securities and Exchange Commission;
previously, she served as Chairman and Chief Executive Officer of the Financial
Industry Regulatory Authority (FINRA) (2006-2008), which she joined in 1996 and
held other senior leadership positions; she also served as the Chairman of the
Commodity Futures Trading Commission (1994-1996).
-35-
Name
Keith S. Sherin
Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
Vice Chairman, Chairman & CEO, GE Capital
Mr. Sherin, 58, has served as Vice Chairman of Parent since 2007, and as Chairman
and CEO, GE Capital, since 2013. Mr. Sherin joined the Parent in 1981, and prior to
his current role held roles of increasing responsibility, including as Chief Financial
Officer of Parent (1998-2013).
James S. Tisch
President and Chief Executive Officer, Loews Corporation. Director of Parent since
2010.
Mr. Tisch, 57, joined Loews Corporation in 1977 and is currently its President and
Chief Executive Officer. Mr. Tisch is also Chairman of the Board of Directors of
Diamond Offshore Drilling, Inc. and a member of the Board of Directors of CNA
Financial Corporation and of Loews Corporation.
-36-
The ADS Letter of Transmittal and any other required documents should be sent to the U.S. Settlement
Agent at one of the addresses set forth below:
The U.S. Settlement Agent for the Offer is:
By Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
By Overnight Courier:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
Suite V
250 Royal Street
Canton, MA 02021
The Acceptance Form and any other required documents should be sent, if applicable, to the Swedish
Settlement Agent at one of the addresses set forth below:
The Swedish Settlement Agent for the Offer is:
Svenska Handelsbanken AB
By Mail:
Handelsbanken Capital Markets
Issue Department – HCXS – O
SE-106 70 Stockholm
Sweden
Questions and requests for assistance may be directed to the Information Agent at its address and telephone
number set forth below. Requests for additional copies of this Offer to Purchase, the Acceptance Form and other
tender offer materials may be directed to the Information Agent. A shareholder may also contact such shareholder’s
broker, dealer, commercial bank, trust company or other nominee for assistance.
The Information Agent for the Offer is:
You may obtain information regarding the Offer
from the Information Agent as follows:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Holders call toll-free from within the United States: (888) 750-5834
From outside the United States call: +1 (412) 232-3651
ADS LETTER OF TRANSMITTAL
to tender American Depositary Shares
(each ADS representing one ordinary share)
of
ARCAM AKTIEBOLAG (PUBL)
at
SEK 285 PER AMERICAN DEPOSITARY SHARE
Pursuant to the Offer to Purchase for Cash dated September 6, 2016
by
GE SWEDEN HOLDINGS AB
an indirect wholly-owned subsidiary of General Electric Company
within the GE Aviation operating unit
THE OFFER AND WITHDRAWAL RIGHTS FOR ADSs WILL EXPIRE AT 17:00
CENTRAL EUROPEAN TIME (11:00 A.M. NEW YORK TIME), ON
OCTOBER 14, 2016, UNLESS THE OFFER IS EXTENDED.
The U.S. Settlement Agent for the Offer is:
Computershare Trust Company, N.A.
If delivering by mail:
If delivering by overnight courier:
Computershare Trust Company, N.A.
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
c/o Voluntary Corporate Actions
P.O. Box 43011
Suite V
Providence, RI 02940-3011
250 Royall Street
Canton, MA 02021
This document and the offer to purchase are important and require your immediate
attention. In considering what action you should take, you are urged to seek your own
financial advice from your stockbroker, attorney, accountant or other independent
financial advisor.
You have received this ADS Letter of Transmittal in connection with the offer (the “Offer”) by
GE Sweden Holdings AB (“GE”), Swedish company registration number 559072-8431, a
Swedish limited liability company within the GE Aviation operating unit and an indirect, whollyowned subsidiary of General Electric Company, a New York corporation (“Parent”), to acquire
all of the issued and outstanding ordinary shares (“Ordinary Shares”) in the capital of Arcam
Aktiebolag (publ), Swedish company registration number 556539-5356, a Swedish limited
liability company (the “Company”), and all of the outstanding American depositary shares of
the Company, each of which represents one Ordinary Share (“ADSs”), as described in the Offer
to Purchase dated September 6, 2016 (the “Offer to Purchase”).
Voluntary Corp Axn – COY: AZRC
2
The Offer is not being made, and ADSs (including American Depositary Receipts (“ADRs”)
representing ADSs) will not be accepted for purchase from or on behalf of any ADS holder, in
any jurisdiction in which the making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require any registration,
approval or filing with any regulatory authority not expressly contemplated by the terms of the
Offer to Purchase.
This ADS Letter of Transmittal is to be used by ADS holders of the Company if ADRs
representing ADSs are to be delivered herewith or, unless an Agent’s Message (as defined in the
Instructions, below) is utilized, if delivery of ADSs is to be made by book-entry transfer to an
account maintained by the U.S. Settlement Agent at the Depository Trust Company (the
“Book-Entry Transfer Facility” or “DTC”).
ADS holders whose ADRs representing ADSs are not immediately available, or who cannot
complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all
required documents to the U.S. Settlement Agent prior to the expiration of the Offer, must tender
their ADSs according to the guaranteed delivery procedure set forth in Section 4 - Acceptance of
the Offer by Shareholders and Tender Procedures – Guaranteed Delivery Procedure for ADSs of
the Offer to Purchase in order to participate in the Offer. See Instructions, below. Delivery of
documents to the Depositary Trust Company does not constitute delivery to the
U.S. Settlement Agent.
Delivery of this ADS Letter of Transmittal to an address other than as set forth above will
not constitute a valid delivery to Computershare Trust Company, N.A. (the “U.S.
Settlement Agent”). You must sign this ADS Letter of Transmittal in the appropriate
space provided therefor below, with signature guarantee if required, and complete the
enclosed Internal Revenue Service Form W-9 or an applicable Internal Revenue Service
Form W-8, as appropriate, if required. The instructions set forth in this ADS Letter of
Transmittal should be read carefully before this ADS Letter of Transmittal is completed.
Acceptance of the offer in respect of ordinary shares (except insofar as they are
represented by ADSs) cannot be made through this ADS Letter of Transmittal – do not use
this ADS Letter of Transmittal if you are tendering ordinary shares. This ADS Letter of
Transmittal pertains only to holders of ADSs and ADSs represented by ADRs, wherever
located. See instructions below.
Additional Information if ADRs representing ADSs have been lost, are being delivered by
way of Book-Entry Transfer Facility or are being delivered pursuant to a previous Notice
of Guaranteed Delivery
If any ADRs representing ADSs you are tendering with this ADS Letter of Transmittal have
been lost, stolen, destroyed or mutilated, you should contact Citibank N.A., the ADS Depositary,
at (877) 248-4237, regarding the requirements for replacement. You may be required to post a
bond to secure against the risk that the ADRs representing ADSs may be subsequently
recirculated. You are urged to contact Citibank immediately in order to receive further
instructions, for a determination of whether you will need to post a bond and to permit
timely processing of this documentation. See Instruction 7.
Voluntary Corp Axn – COY: AZRC
3
Check here if ADRs are enclosed herewith.
Check here if tendered ADSs are being delivered by book-entry transfer made to an
account maintained by the U.S. Settlement Agent with the Book-Entry Transfer
Facility and complete the following (only financial institutions that are participants
in the system of the Book-Entry Transfer Facility may deliver Shares by book-entry
transfer):
Name of Tendering Institution: _______________________________________
DTC Account Number: ____________________________________________
Transaction Code Number: __________________________________________
Check here if tendered ADSs are being delivered pursuant to a Notice of
Guaranteed Delivery previously sent to the U.S. Settlement Agent and complete the
following:
Name(s) of Registered ADS Holder(s): ________________________________
Window Ticket Number (if any): _____________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Eligible Institution that Guaranteed Delivery: ____________________
If Delivery is by Book-Entry Transfer, Provide the Following:
DTC Account Number: _____________________________________________
Transaction Code Number: ___________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ REMAINDER OF FORM AND INSTRUCTIONS CAREFULLY.
Voluntary Corp Axn – COY: AZRC
4
Ladies and Gentlemen:
The undersigned hereby tenders to GE the above-described ADSs, on the terms and subject to
the conditions and restrictions contained in the Offer to Purchase and in this ADS Letter of
Transmittal, receipt of which is hereby acknowledged.
The undersigned understands that the cash consideration paid to tendering holders of ADSs will
be the U.S. dollar equivalent of SEK 285 per ADS, calculated by using the spot market exchange
rate for the U.S. dollar against the Swedish Krona on the date on which funds are received by the
U.S. Settlement Agent to pay for ADSs upon completion of the Offer, without interest thereon
and less any applicable withholding taxes.
On the terms and subject to the conditions and restrictions of the Offer, and effective upon
acceptance for payment of the ADSs tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, GE all right,
title and interest in and to all of the ADSs that are being tendered hereby (and any and all
dividends or other distributions in respect thereof on or after the date hereof (collectively,
“Distributions”)) and irrevocably constitutes and appoints the U.S. Settlement Agent the true
and lawful agent and attorney-in-fact of the undersigned with respect to such ADSs (and any and
all Distributions), with full knowledge that the U.S. Settlement Agent is also acting as agent of
GE in connection with the Offer, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver the ADRs
representing such ADSs (and any and all Distributions) or transfer ownership of such ADSs (and
any and all Distributions) on the account books maintained by the U.S. Settlement Agent’s book
transfer facility (pursuant to the procedures set forth in Section 4 - Acceptance of the Offer by
Shareholders and Tender Procedures - Acceptance by Holders of ADSs of the Offer to
Purchase), together, in any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of GE, (ii) present such ADS (and any and all Distributions) for
transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such ADSs (and any and all Distributions), all in accordance
with the terms and subject to the conditions and restrictions of the Offer.
By executing this ADS Letter of Transmittal, the undersigned hereby irrevocably appoints GE or
its designee as the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, with respect to all of the ADSs (and any and all Distributions) tendered hereby and
accepted for payment by GE, to (i) vote at any annual or extraordinary meeting of Shareholders
or any adjournment or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem
proper, (ii) execute any written consent concerning any matter as each such attorney-in-fact and
proxy or its, his or her substitute shall in its, his or her sole discretion deem proper and
(iii) otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its,
his or her sole discretion deem proper. This appointment will be effective if and when, and only
to the extent that, GE accepts such ADSs for payment pursuant to the Offer. Except as otherwise
indicated below, this power of attorney and proxy are irrevocable and coupled with an interest,
and are granted in consideration of the acceptance for payment of such ADSs in accordance with
the terms of the Offer. Such acceptance for payment shall, without further action, revoke any
prior powers of attorney and proxies granted by the undersigned at any time with respect to such
Voluntary Corp Axn – COY: AZRC
5
ADSs (and any and all Distributions), and, except as otherwise indicated below, no subsequent
powers of attorney, proxies, consents or revocations may be given by the undersigned with
respect thereto (and, if given, will not be deemed effective). Except as expressly set forth in the
succeeding paragraph, GE reserves the right to require that, in order for the ADSs to be deemed
validly tendered, immediately upon GE’s acceptance for payment of such ADSs, GE must be
able to exercise full voting, consent and other rights with respect to such ADSs (and any and all
Distributions), including voting at any meeting of the Shareholders.
The undersigned hereby represents and warrants that the undersigned: (i) accepts the Offer with
respect to the ADSs tendered hereby, on and subject to the terms and conditions of the Offer,
(ii) has not and will not accept the Offer through any other means, including by causing any
Ordinary Shares represented by such ADSs to be tendered, (iii) has full power and authority to
tender, sell and deliver the ADSs tendered hereby, together with all rights attaching thereto (and
any and all Distributions) and, when the same are accepted for payment by GE, GE will acquire
such ADSs, with full title guarantee and free and clear of all third party rights and restrictions of
any kind, (iv) has not entered into any other agreement to tender, sell or deliver the ADSs
tendered, including any Ordinary Shares represented by such ADSs tendered, to any party other
than GE and, when the same are purchased by GE for cash, the undersigned will not have
transferred the same to GE in violation of any contractual or other restriction on the transfer
thereof, and (iv) has tendered such ADSs in compliance with any restrictions set out in the Offer
to Purchase and the securities and other applicable laws and/or regulations of the jurisdiction(s)
to which the undersigned is subject, and no registration, approval or filing with any regulatory
authority of such jurisdiction is required in connection with the tender of such ADSs.
The undersigned will, upon request, execute and deliver any additional documents deemed by
the U.S. Settlement Agent or GE to be necessary or desirable to complete the tender, sale and
delivery of the ADSs tendered hereby (and any and all Distributions). In addition, the
undersigned shall remit and transfer promptly to the U.S. Settlement Agent for the account of GE
all Distributions in respect of the ADSs tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance and transfer or appropriate assurance
thereof, GE shall be entitled to all rights and privileges as owner of each such Distribution and,
unless such Distribution is transferred to GE, may deduct from the purchase price of the ADSs
tendered hereby the amount or value of such Distribution as determined by GE in its sole
discretion.
The undersigned undertakes, represents and warrants that if any provision of this ADS Letter of
Transmittal shall be unenforceable or invalid or shall not operate so as to afford GE or the
U.S. Settlement Agent or their respective agents the benefit of the authority expressed to be
given in this ADS Letter of Transmittal, the undersigned shall, with all practicable speed, do all
such acts and things and execute all such documents as may be required to enable GE or the
U.S. Settlement Agent to secure the full benefits of this ADS Letter of Transmittal.
All authority herein conferred or agreed to be conferred shall not be affected by and shall survive
the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall
be binding upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase,
the tender of ADSs herewith is irrevocable.
Voluntary Corp Axn – COY: AZRC
6
The undersigned understands that the valid tender of ADSs pursuant to any of the procedures
described in the Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and GE upon the terms and subject to the conditions of the
Offer (and if the Offer is extended or amended, upon the terms and subject to the conditions of
any such extension or amendment).
The undersigned agrees to ratify each and every act or thing which may be done or effected by
any director of, or other person nominated by, GE or its respective agents, as the case may be, in
the exercise of any of its, his or her powers and/or authorities hereunder.
Unless otherwise indicated under “Special Transfer Instructions” and/or “Special Mailing
Instructions” please issue the check for the purchase price of all of the ADSs purchased and, if
appropriate, return any ADRs for the ADSs not tendered or not accepted for payment in the
name(s) of the registered holder(s) with respect to such ADSs tendered hereby. Similarly, unless
otherwise indicated under “Special Mailing Instructions,” please mail the check for the purchase
price of all of the ADSs purchased and, if appropriate, return any ADRs for the ADSs not
tendered or not accepted for payment (and any accompanying documents, as appropriate) to the
address of the registered holder(s) of such ADS(s) tendered. In the event that the boxes entitled
“Special Transfer Instructions” and “Special Mailing Instructions” are both completed, please
issue the check for the purchase price of all ADSs purchased and, if appropriate, return any
ADRs representing ADSs not tendered or not accepted for payment (and any accompanying
documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return
any such ADRs (and any accompanying documents, as appropriate) to, the person(s) so
indicated. Unless otherwise indicated herein in the box entitled “Special Transfer Instructions”
and/or “Special Mailing Instructions,” please credit any ADSs tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer
Facility designated above. The undersigned recognizes that GE has no obligation, pursuant to the
“Special Transfer Instructions,” to transfer any ADSs from the name of the registered holder
thereof if GE does not accept for payment any of the ADSs so tendered.
Voluntary Corp Axn – COY: AZRC
7
ADS LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES
REPRESENTING ORDINARY SHARES OF ARCAM AKTIEBOLAG (PUBL)
Pursuant to the Offer to Purchase for Cash dated September 6, 2016, GE Sweden Holdings AB
has offered to purchase all issued and outstanding ordinary shares and ordinary shares
represented by American depositary shares of Arcam Aktiebolag (publ). The offer expires at
17:00 Central European Time (11:00 a.m. New York time) on October 14, 2016, unless
extended. See Instructions on the reverse side forming part of the terms and conditions of the
offer.
I/we, the undersigned, hereby surrender to you for tendering the American depositary share(s)
identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase for
Cash dated September 6, 2016 (“Offer to Purchase”). I/we hereby certify and warrant that:
(i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all
instructions on the reverse side of this ADS Letter of Transmittal and the requirements of the
Offer to Purchase; (iii) I/we have full authority to surrender these ADS(s) and give the
instructions in this Letter of Transmittal; and (iv) the ADS(s) represented by these certificates are
free and clear of all liens, restrictions, adverse claims and encumbrances.
Please locate your original ADR(s) and send them along with the completed Letter of
Transmittal.
CHECK HERE IF ADR(s) HAVE BEEN MUTILATED, LOST, STOLEN OR
DESTROYED. SEE INSTRUCTION 7.
1 Signature; This form must be signed by the registered holder(s) exactly as their name(s) appears on the ADR(s) or
by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. See Instruction
1 on the reverse side of this page.
X
Signature of Holder
X
Signature of Holder
Date
Date
Daytime Telephone#
Tax Identification No/SSN
Daytime Telephone#
Tax Identification No/SSN
Guarantee of Signature(s)
(if required – see Instruction 1)
X
Authorized Signature
Address (include ZIP)
Name
Name of Firm
Area code and telephone number
Date
Voluntary Corp Axn – COY: AZRC
8
PLACE AN X in ONE BOX ONLY
See Instruction numbers 2 and 3
2
3
or
Tender All
Partial Tender
      •    
WHOLE SHARES
FRACTIONS
4 CURRENCY OF PAYMENT
ANY ADS HOLDER ELECTING TO RECEIVE A CURRENCY OTHER THAN
U.S. DOLLARS MUST ALSO COMPLETE THE ATTACHED INTERNATIONAL
CURRENCY EXCHANGE REGISTRATION FORM. FAILURE TO MAKE AN ELECTION
WILL RESULT IN ANY CASH PAYMENT UNDER THE OFFER TO BE PAID IN
U.S. FUNDS. SEE INSTRUCTION NUMBER 4 BELOW.
CAD
EURO
GBP
OTHER
If OTHER is selected please see
attached International Currency
Exchange Registration Form and
Terms and Conditions to make your
currency election.
5 Special Transfer Instructions
please see instruction number 5 below
If you want your check for which
cash is to be issued in another name,
fill in this section with the
information for the new
account/payee name
Signature Guarantee Medallion
6 Special Mailing Instructions
Please see introduction number 6
below
Fill in ONLY if you want your check
for cash to be mailed to someone
other than the registered holder or to
the registered holder at an address
other than that shown above on this
Letter of Transmittal
(Title of Officer Signing this
Guarantee)
Name (Please Print First, Middle &
Last Name)
Address
(Number and Street)
(Name of Guarantor- Please Print)
(Address of Guarantor Firm)
Name (Please Print First, Middle &
Last Name)
Address
(City, State & Zip Code)
(Tax Identification or Social Security
Number)
Voluntary Corp Axn – COY: AZRC
(Number and Street)
(City, State & Zip Code)
9
INSTRUCTIONS FOR COMPLETING THE ADS LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
Requirements of Tender. This ADS Letter of Transmittal is to be completed by holders of
ADSs, if ADRs representing ADSs are to be delivered to the U.S. Settlement Agent or, unless an
Agent’s Message (as defined below) is utilized, if delivery of ADSs is to be made by book-entry
transfer pursuant to Section 4 - Acceptance of the Offer by Shareholders and Tender Procedures
- Acceptance by Holders of ADSs of the Offer to Purchase.
ADRs representing ADSs, or timely confirmation of a book-entry transfer of ADSs into the
U.S. Settlement Agent’s account at the Book-Entry Transfer Facility, as well as this ADS Letter
of Transmittal, properly completed and duly executed, with any required signature guarantees, or
an Agent’s Message (as defined below) in connection with a book-entry transfer, together with
the corresponding ADRs, if applicable, and any other required documents, must be received by
the U.S. Settlement Agent prior to the expiration of the Offer.
ADS holders whose ADRs representing ADSs are not immediately available, or who cannot
complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all
required documents to the U.S. Settlement Agent prior to the expiration of the Offer, must tender
their ADSs according to the guaranteed delivery procedure set forth in Section 4 - Acceptance of
the Offer by Shareholders and Tender Procedures – Guaranteed Delivery Procedures for ADSs
of the Offer to Purchase in order to participate in the Offer. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided
with the Offer to Purchase, must be received by the U.S. Settlement Agent prior to the expiration
of the Offer; and (iii) ADSs in proper form for transfer, together with (a) in the case of ADSs
represented by ADRs, a properly completed and duly executed ADS Letter of Transmittal,
together with any required signature guarantees, or (b) in the case of a book-entry transfer, a
book-entry confirmation along with an Agent’s Message (as defined below) and any other
required documents, must be received by the U.S. Settlement Agent within three trading days
after the date of execution of such Notice of Guaranteed Delivery. If ADRs are delivered
separately to the U.S. Settlement Agent, a properly completed and duly executed ADS Letter of
Transmittal must accompany each such delivery. Delivery of documents to the Depositary Trust
Company (DTC) does not constitute delivery to the U.S. Settlement Agent.
The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the
U.S. Settlement Agent and forming a part of a book-entry confirmation, which states that DTC
has received an express acknowledgment from the tendering Shareholder that the Shareholder
has received and agrees to be bound by the terms of the ADS Letter of Transmittal, which
includes the concurrent grant of proxy with respect to all tendered ADSs, and the Offer to
Purchase, and that GE may enforce such agreement against the tendering Shareholder.
The method of delivery of this ADS Letter of Transmittal and, if applicable, ADRs, and all other
required documents, including delivery through book-entry transfer, is at the option and risk of
the ADS holder, and the delivery will be deemed made only when actually received by the
U.S. Settlement Agent (including, in the case of book-entry transfer, by book-entry confirmation
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as set forth in Section 4 - Acceptance of the Offer by Shareholders and Tender Procedures Acceptance by Holders of ADSs of the Offer to Purchase). If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
GE will not accept any alternative, conditional or contingent tenders, and no fractional ADSs
will be purchased. By executing this ADS Letter of Transmittal, the tendering ADS holder
waives any right to receive any notice of the acceptance for payment of the ADSs.
Instructions.
1. Sign, date and include your daytime telephone number in this ADS Letter of Transmittal
form in Box 1. If this ADS Letter of Transmittal is signed by the registered holder(s) of the
ADSs tendered hereby, the signature(s) must correspond with the name(s) as written on the
face of the ADRs representing the ADSs, without alteration, enlargement or any change
whatsoever. If any of the ADSs tendered hereby are held of record by two or more joint
owners, all such owners must sign this ADS Letter of Transmittal. If any of the ADSs
tendered hereby are registered in different names on the ADRs, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are different
registrations of the ADRs. If this ADS Letter of Transmittal is signed by the registered
holder(s) of the ADSs tendered hereby, no endorsements of ADRs or separate stock powers
are required, unless payment is to be made, or ADRs representing ADSs not tendered are to
be returned or issued, in the name of any person other than the registered holder(s).
Signatures on any such ADRs or stock power must be guaranteed by an Eligible Institution.
If this ADS Letter of Transmittal or ADRs or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to the GE of the authority of such person so to act must be submitted.
After completing all other applicable sections, return this Letter of Transmittal and your
original ADR(s) in the enclosed envelope. The method of delivery of any documents,
including ADR(s), is at the election and risk of the tendering shareholder. If documents are
sent by mail, it is recommended that they be sent by registered mail, properly insured, with
return receipt requested.
Guarantee of Signature(s). No signature guarantee is required on this ADS Letter of
Transmittal (a) if this ADS Letter of Transmittal is signed by the registered holder(s) of
ADSs (which term, for purposes of this ADS Letter of Transmittal, includes any participant
in the Book-Entry Transfer Facility whose name appears on a security position listing as the
owner of an ADS) tendered herewith, unless such registered holder has completed either Box
5 or Box 6 on this ADS Letter of Transmittal or (b) if such ADSs are tendered for the
account of a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or by any other “eligible guarantor institution” (as defined in Rule 17Ad15 under the Securities Exchange Act of 1934, as amended) (each, an “Eligible
Institution”). In all other cases, all signatures on this ADS Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 5.
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NOTICE APPLICABLE TO SIGNATORIES IN NEW YORK. If you are a holder of ADSs
who is a natural person (excluding entities such as corporations, partnerships or LLCs) and
you are executing this ADS Letter of Transmittal in New York, you must contact Innisfree
M&A Incorporated prior to executing and returning this ADS Letter of Transmittal in order
to receive additional disclosures regarding the grant of a power of attorney and related forms
for execution as required under New York law. The failure by a holder of ADSs who is a
natural person executing the ADS Letter of Transmittal in New York to obtain and execute
such additional documentation in conjunction with the ADS Letter of Transmittal may result
in any ADSs tendered by such holder not being validly tendered for purposes of the Offer
and, as a result, not being accepted for payment.
2. If you are tendering all your ADSs for cash, please check this box only.
3. If you are tendering some of your ADSs for cash, please check the box, indicate the number
of ADSs you wish to tender and receive in cash.
4. The cash consideration paid to tendering holders of ADSs will be the U.S. dollar equivalent
of the Swedish Krona cash consideration, calculated by using the spot market exchange rate
for the U.S. dollar against the Swedish Krona on the date on which funds are received by the
U.S. Settlement Agent to pay for ADSs upon completion of the Offer, without interest
thereon and less any applicable withholding taxes. If you would like to receive a payment in
a currency other than U.S. dollars, please complete Box 4 and the attached International
Currency Exchange Registration Form.
5. If you want your check for cash to be issued in another name, fill in Box 5. Signature(s) in
Box 5 must be medallion guaranteed.
6. Complete Box 6 only if your check for cash is to be delivered to a person other than the
registered holder or to the registered holder at a different address.
7. Mutilated, Lost, Stolen or Destroyed ADR(s). If any ADRs representing ADSs have been
lost, stolen, destroyed or mutilated, you should promptly notify Citibank, N.A., as the ADS
Depositary, at (877) 248 4237. You will then be instructed as to the steps that must be taken
in order to replace the ADRs. This ADS Letter of Transmittal and related documents cannot
be processed until the procedures for replacing lost or destroyed certificates have been
followed and a new ADR is issued.
8. Inadequate Space. If the space provided herein is inadequate, the number of ADSs and the
ADR numbers with respect to such ADSs should be listed on a signed separate schedule
attached hereto and separately signed on each page in the same manner as this ADS Letter of
Transmittal.
9. Irregularities. GE will determine questions as to the validity, form, eligibility, including, but
not limited to, time of receipt, and acceptance for purchase of any tender of Shares, and GE’s
determination will be final and binding. GE reserves the absolute right to reject any and all
tenders of ADSs that it determines are not in proper form or the acceptance for purchase of
which may be unlawful. GE also reserves the absolute right to waive any of the conditions of
the Offer (to the extent permitted by law and the terms of the Offer to Purchase) and any
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defect or irregularity in the tender of any particular ADSs. No tender of Shares will be
deemed to have been validly made until all defects and irregularities have been cured or
waived. Unless waived, any defects or irregularities in connection with tenders must be
cured within such time as the GE shall determine. GE’s interpretation of the terms and
conditions of the Offer, including, but not limited to, the acceptance forms and instructions
thereto, will be final and binding. There shall be no obligation on GE, Parent, the Company,
Innisfree M&A Incorporated, the U.S. Settlement Agent, Svenska Handelsbanken AB or any
person acting on its or their behalf to give notice of any defects or irregularities in any
acceptance or notice of withdrawal and no liability shall be incurred by any of them for
failure to give any such notification. GE reserves the right, in accordance with applicable
law, to permit a holder of Shares to accept the Offer in a manner other than as set out above.
10. Requests for Assistance or Additional Copies. Questions and requests for assistance or
additional copies of the Offer to Purchase and this ADS Letter of Transmittal should be
directed to Innisfree M&A Incorporated at their addresses and telephone numbers as
indicated below.
11. Holders of Ordinary Shares Not Represented by ADSs; Non-U.S. Holders of Ordinary
Shares. Acceptance of the Offer in respect of Ordinary Shares (except insofar as they
are represented by ADSs) cannot be made through this ADS Letter of Transmittal.
This ADS Letter of Transmittal pertains only to holders of ADSs and ADSs represented
by ADRs, wherever located.
If you hold Ordinary Shares through a financial intermediary, you should contact your
financial intermediary. Financial intermediaries may tender Ordinary Shares only to Svenska
Handelsbanken AB, and only in writing, pursuant to Section 4 - Acceptance of the Offer by
Shareholders and Tender Procedures - Acceptance by Holders of ordinary shares of the
Offer to Purchase. If you hold Ordinary Shares in registered form, you may obtain an
Acceptance Form for those Ordinary Shares from Svenska Handelsbanken AB at the address
and telephone numbers indicated on the back cover of the Offer to Purchase. Ordinary
Shares held by non-U.S. holders cannot be tendered through this ADS Letter of Transmittal.
If acceptance has been made in respect of ADSs, then a separate acceptance in respect of
Ordinary Shares represented by those ADSs may not be made.
12. Form W-9; Backup Withholding; Taxpayer Identification Number. Under U.S. Federal
income tax law, if you tender your ADSs, you generally are required to furnish the U.S.
Settlement Agent either (i) a properly completed Internal Revenue Service (“IRS”)
Form W-9 with your correct Taxpayer Identification Number (“TIN”), if you are a U.S.
person (as defined in the instructions to such Form) or (ii) a properly completed appropriate
IRS Form W-8, if you are not a U.S. person.
Backup withholding is not an additional tax. You may credit any amounts withheld against
your regular U.S. Federal income tax liability or, if backup withholding results in an
overpayment of taxes, claim a refund from the IRS.
You are generally exempt from backup withholding if you are a nonresident alien or a
foreign entity (including a disregarded domestic entity with a foreign owner) and submit an
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appropriate and properly completed IRS Form W-8, a copy of which may be obtained from
the U.S. Settlement Agent or from the IRS at its website (www.irs.gov). You should consult
a tax advisor to determine which IRS Form W-8 is appropriate for you.
If you fail to furnish your correct TIN to the U.S. Settlement Agent, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable cause and not to
willful neglect. If you make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty. Willfully falsifying certifications or
affirmations may subject you to criminal penalties, including fines and/or imprisonment.
13. Procedures for Withdrawal. Tendering holders of ADSs may withdraw all or part of the
ADSs tendered by delivering a properly completed and duly executed notice of withdrawal to
the U.S. Settlement Agent, at the applicable address set forth on this ADS Letter of
Transmittal, prior to the expiration date of the Offer.
Form W-9: Under U.S. Federal Income Tax law, a securityholder is required to provide
Computershare with such securityholder’s correct Taxpayer Identification Number or Social
Security Number. If your Taxpayer Identification Number or Social Security Number is not
certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure
to provide the information on the form may subject you to backup withholding on any reportable
payment. If you are a foreign individual seeking to qualify as an exempt recipient from backup
withholding, you must complete and submit an applicable Internal Revenue Service Form
W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or W-8IMY, as applicable (copies of which are
available at www.irs.gov), to Computershare.
The Information Agent for the Offer is:
You may obtain information regarding the
Offer from the Information Agent as
follows:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Holders call toll-free from within the
United States: (888) 750-5834
From outside the United States call:
+1 (412) 232-3651
The U.S. Settlement Agent for the Offer is:
By First Class Mail:
By Registered, Certified or
Express
Mail or Overnight Courier:
Computershare Trust
Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
Computershare Trust
Company, N.A.
c/o Voluntary Corporate Actions
250 Royall Street, Suite V
Canton, MA 02021
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NOTICE OF GUARANTEED DELIVERY
for tender of American Depositary Shares
(each ADS representing one ordinary share)
of
ARCAM AKTIEBOLAG (PUBL)
at
SEK 285 PER AMERICAN DEPOSITARY SHARE
Pursuant to the Offer to Purchase for Cash dated September 6, 2016
by
GE SWEDEN HOLDINGS AB
an indirect wholly-owned subsidiary of General Electric Company
within the GE Aviation operating unit
THE OFFER AND WITHDRAWAL RIGHTS FOR ADSs WILL EXPIRE AT
17:00 CENTRAL EUROPEAN TIME (11:00 A.M. NEW YORK TIME), ON
OCTOBER 14, 2016, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as
defined in the Offer to Purchase (as defined below)) if (i) American depositary shares (“ADSs”) of Arcam Aktiebolag
(publ), Swedish company registration number 556539-5356, a Swedish limited liability company (the “Company”),
are not immediately available, (ii) time will not permit all required documents to reach Computershare Trust Company,
N.A. (the “U.S. Settlement Agent”) before the time at which the Offer expires or (iii) the procedure for book-entry
transfer of ADSs cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by
hand, facsimile transmission or mail to the U.S. Settlement Agent. See Section 4 - Acceptance of the Offer by
Shareholders and Tender Procedures – Guaranteed Delivery Procedures for ADSs of the Offer to Purchase.
The U.S. Settlement Agent for the Offer is:
Computershare Trust Company, N.A.
By Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
By Facsimile Transmission:
By Overnight Courier:
For Eligible Institutions Only:
Computershare Trust Company, N.A.
(617) 360-6810
c/o Voluntary Corporate Actions
For Confirmation Only Telephone:
Suite V
(781) 575-2332
250 Royall Street
Canton, MA 02021
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION
VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY TO THE U.S. SETTLEMENT AGENT. YOU MUST SIGN THIS NOTICE OF
2
GUARANTEED DELIVERY IN THE APPROPRIATE SPACE PROVIDED THEREFOR BELOW.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ADS
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION”
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ADS LETTER OF
TRANSMITTAL.
THIS NOTICE OF GUARANTEED DELIVERY PERTAINS ONLY TO HOLDERS OF ADSs AND ADSs
REPRESENTED BY ADRs, WHEREVER LOCATED.
Ladies and Gentlemen:
The undersigned hereby tenders to GE Sweden Holdings AB, Swedish company registration number 559072-8431, a
Swedish limited liability company within the GE Aviation operating unit and an indirect, wholly-owned subsidiary of
General Electric Company, a New York corporation, pursuant to the offer and upon the terms and subject to the
conditions and restrictions contained in the Offer to Purchase, dated September 6, 2016 (the “Offer to Purchase”),
and the related ADS Letter of Transmittal, receipt of which is hereby acknowledged, the number of ADSs specified
below, pursuant to the guaranteed delivery procedure set forth in Section 4 - Acceptance of the Offer by Shareholders
and Tender Procedures – Guaranteed Delivery Procedures for ADSs of the Offer to Purchase.
Number of ADSs Tendered:
ADR No(s). (if available):
 Check here if ADSs will be tendered by book entry transfer
Name of Tendering Institution:
___________________________________________________________
DTC Account:
___________________________________________________________
Transaction Code Number:
___________________________________________________________
Name(s) of Record Holder(s):
___________________________________________________________
Dated: ____, 201___
Name/Entity:
(Please Print)
Address(es):
(Include Zip Code)
Area Code and Tel. No.:
Signature(s):
(Daytime Telephone Number)
X
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in Section 4 - Acceptance of the Offer by Shareholders and
Tender Procedures – Acceptance by Holders of ADSs of the Offer to Purchase), hereby (i) represents that the tender
of ADSs effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii)
guarantees delivery to the U.S. Settlement Agent, at one of its addresses set forth above, of ADSs in proper form for
transfer, together with (a) in the case of ADSs evidenced by ADRs, a properly completed and duly executed ADS
Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees, or
(b) in the case of a book-entry transfer, a book-entry confirmation along with an Agent’s Message (as defined in the
Instructions of the ADS Letter of Transmittal) and any other required documents, all within three NADSAQ trading
days after the date of execution hereof.
Name of Firm
(Authorized Signature)
Address
Name of Authorized Signatory
Zip Code
Title
Area Code and Tel. No.
Dated
The Eligible Institution that completes this form must communicate the guarantee to the U.S. Settlement
Agent and must deliver the ADS Letter of Transmittal or an Agent’s Message and ADRs evidencing ADSs
to the U.S. Settlement Agent within the time period indicated above. Failure to do so could result in a
financial loss to such Eligible Institution.
NOTE: DO NOT SEND ADRs WITH THIS NOTICE OF GUARANTEED DELIVERY. ADRs
EVIDENCING ADSs SHOULD BE SENT WITH YOUR ADS LETTER OF TRANSMITTAL.
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